UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| ý | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
for the quarterly period ended June 30, 2002 |
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or |
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o |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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for the transition period from to |
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Commission File Number 1-8250 |
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WELLS-GARDNER ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
Illinois (State or other jurisdiction of incorporation or organization) |
36-1944630 (IRS Employer Identification No.) |
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9500 West 55th Street, Suite A, McCook, Illinois (Address of principal executive offices) |
60525-3605 (Zip Code) |
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(708) 290-2100 (Registrant's telephone number, including area code) |
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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 ý No o
As of August 9, 2002, approximately 5,581,574 shares of the Common Stock, $1.00 par value of the registrant were outstanding.
WELLS-GARDNER ELECTRONICS CORPORATION
FORM 10-Q
For The Quarter Ended June 30, 2002
| PART I—FINANCIAL INFORMATION | |||
Item 1. |
Index to Financial Statements: |
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Condensed Consolidated Balance Sheets (unaudited) —June 30, 2002 & December 31, 2001 |
3 |
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Condensed Consolidated Statements of Operations (unaudited) —Three Months Ended June 30, 2002 & 2001 |
4 |
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—Six Months Ended June 30, 2002 & 2001 |
5 |
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Condensed Consolidated Statements of Cash Flows (unaudited) —Six Months Ended June 30, 2002 & 2001 |
6 |
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Notes to the Unaudited Condensed Consolidated Financial Statements |
7 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
8 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
10 |
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PART II—OTHER INFORMATION |
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Item 4. |
Submission of Matters to a Vote of Security Holders |
11 |
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Item 6. |
Exhibits and Reports on Form 8-K |
11 |
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SIGNATURE |
12 |
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2
WELLS-GARDNER ELECTRONICS CORPORATION
Condensed Consolidated Balance Sheets (unaudited)
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June 30, 2002 |
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December 31, 2001 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets: | |||||||||||||
| Current assets: | |||||||||||||
| Cash & cash equivalents | $ | 94,000 | $ | 159,000 | |||||||||
| Accounts receivable {net} | 9,244,000 | 5,924,000 | |||||||||||
| Inventory: | |||||||||||||
| Raw materials | 5,339,000 | 5,405,000 | |||||||||||
| Work in progress | 953,000 | 994,000 | |||||||||||
| Finished goods | 3,132,000 | 9,424,000 | 3,612,000 | 10,011,000 | |||||||||
| Other current assets | 981,000 | 958,000 | |||||||||||
| Total current assets | 19,743,000 | 17,052,000 | |||||||||||
| Fixed assets {net} | 2,682,000 | 2,898,000 | |||||||||||
| Other assets: | |||||||||||||
| Investment in joint venture | 389,000 | 296,000 | |||||||||||
| Goodwill | 1,329,000 | 1,329,000 | |||||||||||
| Total other assets | 1,718,000 | 1,625,000 | |||||||||||
| Total assets | $ | 24,143,000 | $ | 21,575,000 | |||||||||
Liabilities: |
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| Current liabilities: | |||||||||||||
| Accounts payable | $ | 6,337,000 | $ | 3,814,000 | |||||||||
| Accrued expenses | 503,000 | 431,000 | |||||||||||
| Note payable | 1,200,000 | 1,200,000 | |||||||||||
| Total current liabilities | 8,040,000 | 5,445,000 | |||||||||||
| Long-term liabilities: | |||||||||||||
| Notes payable | 8,293,000 | 8,925,000 | |||||||||||
| Total liabilities | 16,333,000 | 14,370,000 | |||||||||||
Shareholders' Equity: |
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| Common stock: authorized 25,000,000 shares, $1.00 par value; shares issued and outstanding: 5,580,848 shares as of June 30, 2002 & 5,271,935 shares as of December 31, 2001 | 5,581,000 | 5,272,000 | |||||||||||
| Additional paid-in capital | 3,835,000 | 3,319,000 | |||||||||||
| Accumulated deficit | (1,416,000 | ) | (1,135,000 | ) | |||||||||
| Unearned compensation | (190,000 | ) | (251,000 | ) | |||||||||
| Total shareholders' equity | 7,810,000 | 7,205,000 | |||||||||||
| Total liabilities & shareholders' equity | $ | 24,143,000 | $ | 21,575,000 | |||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
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WELLS-GARDNER ELECTRONICS CORPORATION
Condensed Consolidated Statements of Operations (unaudited)
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Three Months Ended June 30, |
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|---|---|---|---|---|---|---|---|---|
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2002 |
2001 |
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| Net sales | $ | 12,077,000 | $ | 10,579,000 | ||||
| Cost of sales | 9,753,000 | 8,509,000 | ||||||
| Engineering, selling & administrative expenses | 2,018,000 | 2,639,000 | ||||||
| Moving related expenses | — | 1,318,000 | ||||||
| Operating income (loss) | 306,000 | (1,887,000 | ) | |||||
| Other expenses, net | 77,000 | 166,000 | ||||||
| Income (loss) from continuing operations before taxes | 229,000 | (2,053,000 | ) | |||||
| Income taxes | — | — | ||||||
| Income (loss) from continuing operations | 229,000 | (2,053,000 | ) | |||||
| Loss on discontinued operations | — | (58,000 | ) | |||||
| Net earnings (loss) | $ | 229,000 | $ | (2,111,000 | ) | |||
Earnings (loss) per share: |
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| Basic earnings (loss) per share | ||||||||
| Continuing operations | $ | 0.04 | $ | (0.38 | ) | |||
| Discontinued operations | $ | — | $ | (0.01 | ) | |||
| Basic net earnings (loss) per share | $ | 0.04 | $ | (0.39 | ) | |||
Diluted earnings (loss) per share |
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| Continuing operations | $ | 0.04 | $ | (0.38 | ) | |||
| Discontinued operations | $ | — | $ | (0.01 | ) | |||
| Diluted net earnings (loss) per share | $ | 0.04 | $ | (0.39 | ) | |||
Basic average common shares outstanding* |
5,475,245 |
5,430,674 |
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| Diluted average common shares outstanding* | 5,604,130 | 5,430,674 | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
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WELLS-GARDNER ELECTRONICS CORPORATION
Condensed Consolidated Statements of Operations (unaudited)
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Six Months Ended June 30, |
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|---|---|---|---|---|---|---|---|---|
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2002 |
2001 |
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| Net sales | $ | 23,380,000 | $ | 22,149,000 | ||||
| Cost of sales | 18,827,000 | 18,331,000 | ||||||
| Engineering, selling & administrative expenses | 3,945,000 | 4,835,000 | ||||||
| Moving related expenses | — | 1,318,000 | ||||||
| Operating income (loss) | 608,000 | (2,335,000 | ) | |||||
| Other expenses, net | 227,000 | 350,000 | ||||||
| Income (loss) from continuing operations before taxes | 381,000 | (2,685,000 | ) | |||||
| Income taxes | 2,000 | — | ||||||
| Income (loss) from continuing operations | 379,000 | (2,685,000 | ) | |||||
| Loss on discontinued operations | — | (106,000 | ) | |||||
| Cumulative effect of change in accounting principle | 52,000 | — | ||||||
| Net earnings (loss) | $ | 431,000 | $ | (2,791,000 | ) | |||
Earnings (loss) per share: |
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| Basic earnings (loss) per share | ||||||||
| Continuing operations | $ | 0.07 | $ | (0.49 | ) | |||
| Discontinued operations | $ | — | $ | (0.02 | ) | |||
| Cumulative effect of change in accounting principle | $ | 0.01 | $ | — | ||||
| Basic net earnings (loss) per share | $ | 0.08 | $ | (0.51 | ) | |||
| Diluted earnings (loss) per share | ||||||||
| Continuing operations | $ | 0.07 | $ | (0.49 | ) | |||
| Discontinued operations | $ | — | $ | (0.02 | ) | |||
| Cumulative effect of change in accounting principle | $ | 0.01 | $ | — | ||||
| Diluted net earnings (loss) per share | $ | 0.08 | $ | (0.51 | ) | |||
Basic average common shares outstanding* |
5,459,387 |
5,429,332 |
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| Diluted average common shares outstanding* | 5,610,861 | 5,429,332 | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
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WELLS-GARDNER ELECTRONICS CORPORATION
Condensed Consolidated Statements of Cash Flows (unaudited)
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Six Months Ended June 30, |
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|---|---|---|---|---|---|---|---|---|---|
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2002 |
2001 |
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| Cash flows from operating activities: | |||||||||
| Net earnings (loss) | $ | 431,000 | $ | (2,791,000 | ) | ||||
| Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: | |||||||||
| Depreciation & amortization | 262,000 | 348,000 | |||||||
| Amortization of unearned compensation | 17,000 | 18,000 | |||||||
| Cumulative effect of change in accounting principle | (52,000 | ) | — | ||||||
| Share of (earnings) loss in joint venture | (41,000 | ) | 14,000 | ||||||
| Changes in current assets & liabilities: | |||||||||
| Accounts receivable {net} | (3,320,000 | ) | 1,130,000 | ||||||
| Inventory | 587,000 | (532,000 | ) | ||||||
| Other current assets | (23,000 | ) | 234,000 | ||||||
| Accounts payable | 2,523,000 | 983,000 | |||||||
| Accrued expenses | 72,000 | 419,000 | |||||||
| Net cash provided by (used in) operating activities | 456,000 | (177,000 | ) | ||||||
Cash used in investing activities: |
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| Payment for acquisition, net of cash acquired | — | (700,000 | ) | ||||||
| Additions to fixed assets {net} | (46,000 | ) | (1,013,000 | ) | |||||
| Net cash used in investing activities | (46,000 | ) | (1,713,000 | ) | |||||
| Cash provided by (used in) financing activities: | |||||||||
| Borrowings (repayments)—notes payable | (632,000 | ) | 2,368,000 | ||||||
| Proceeds from stock options exercised & employee stock purchase plan | 157,000 | 73,000 | |||||||
| Net cash provided by (used in) financing activities | (475,000 | ) | 2,441,000 | ||||||
| Net increase (decrease) in cash & cash equivalents | (65,000 | ) | 551,000 | ||||||
| Cash & cash equivalents at beginning of period | 159,000 | 85,000 | |||||||
| Cash & cash equivalents at end of period | $ | 94,000 | $ | 636,000 | |||||
Supplemental cash flow disclosure: |
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| Interest paid | $ | 256,000 | $ | 381,000 | |||||
| Taxes paid | $ | 2,000 | $ | 9,000 | |||||
See accompanying notes to the unaudited condensed consolidated financial statements.
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WELLS-GARDNER ELECTRONICS CORPORATION
Notes to the Unaudited Condensed Consolidated Financial Statements
1. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the financial position and results of operations for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Company's 2001 Annual Report to Shareholders. The results of operations for the three months and six months ended June 30, 2002 are not necessarily indicative of the operating results for the full year.
2. On February 15, 2002, the Company declared a five percent (5%) stock dividend payable to all common stock shareholders of record on April 5, 2002. Shares outstanding for all periods presented have been adjusted to reflect the five percent (5%) stock dividend.
3. Basic earnings (loss) per share is based on the weighted average number of shares outstanding whereas diluted earnings (loss) per share includes the dilutive effect of unexercised common stock equivalents. Both basic and diluted earnings (loss) per share reflect the declared stock dividend as referenced in note 2.
4. During the second quarter of 2001, the Company moved its entire Chicago operations to McCook, Illinois. This resulted in a one-time charge to earnings of $1,318,000.
5. Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets (SFAS 142)." The new standard requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. The standard also specifies criteria that intangible assets must meet to be recognized and reported apart from goodwill. As of the date of adoption of SFAS 142, the Company has discontinued amortization of all existing goodwill. The SFAS 142 transitional impairment evaluation did not indicate any goodwill impairment. In addition, the Company has not identified any intangible assets which must be recognized apart from goodwill. Additionally, upon adoption of SFAS 142, the Company recorded a $52,000 cumulative effect of change in accounting principle benefit from the reversal of negative goodwill associated with the Company's joint venture. The following table shows the impact on the Company's financial statements as if SFAS 142 was adopted as of January 1, 2001:
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Three Months Ended June 30, |
Six Months Ended June 30, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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2002 |
2001 |
2002 |
2001 |
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(in $000's) |
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| Net earnings (loss) | $ | 229 | $ | (2,111 | ) | $ | 431 | $ | (2,791 | ) | |||
| Add back—goodwill amortization | — | $ | 67 | — | $ | 124 | |||||||
| Adjusted net earnings (loss) | $ | 229 | $ | (2,044 | ) | $ | 431 | $ | (2,667 | ) | |||
| Basic & diluted earnings (loss) per share: | |||||||||||||
| Net earnings (loss) per share | $ | 0.04 | $ | (0.39 | ) | $ | 0.08 | $ | (0.51 | ) | |||
| Add back—goodwill amortization | — | $ | 0.01 | — | $ | 0.02 | |||||||
| Adjusted net earnings (loss) per share | $ | 0.04 | $ | (0.38 | ) | $ | 0.08 | $ | (0.49 | ) | |||
6. On December 3, 2001, the Company announced the sale of assets as of November 30, 2001 of its coin door division for a purchase price of $315,000. In accordance with SFAS 144, the Company recorded this transaction as a discontinued operation and reclassified the related loss of $106,000 to discontinued operations for the first six months of 2001. Net sales of the discontinued operations were $1,250,000 for the first six months of 2001.
7. On August 31, 2001, the Company entered into a new credit agreement with American National Bank and Trust, who arranged an $11 million revolving note and a $4.7 million term note (the "Credit Agreement") maturing in no event later than August 31, 2003. Borrowings are subject to a variable interest rate based on the prime commercial rate or on a function of the London Interbank Offered Rate ("LIBOR"). The Company's Credit Agreement includes covenants, which, among other things, require that the Company maintain certain financial ratios and a minimum level of consolidated net worth. The Company is in compliance with all covenants at June 30, 2002.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Three Months Ended June 30, 2002 and 2001
For the second quarter ended June 30, 2002, net sales from continuing operations increased 14.2 percent to $12,077,000 from $10,579,000 in the prior year's period. The sales increase was attributed to higher sales of the Company's video monitors to its international gaming customers. Gross operating margin as a percentage of sales was 19.2 percent, or $2,324,000, compared to 19.6 percent, or $2,070,000, for the same period last year. Engineering, selling, and administrative expenditures decreased $621,000 to $2,018,000 from $2,639,000 in the second quarter of 2001. This decrease is attributed to the elimination of non-production personnel, which took place during 2001, as well as aggressive cost containment programs. During the second quarter of 2001, the Company moved its Chicago based operations to McCook, Illinois and recorded moving related expenses of $1,318,000. Other expense, net, decreased $89,000 to $77,000 from $166,000 in the second quarter of 2001. For the second quarter of 2001, the Company recorded a loss on discontinued operations of $58,000 or 1 cent per share, which relates to the Company's discontinued coin door operations as discussed in the notes. For the second quarter of 2002, the Company reported net earnings of $229,000, or 4 cents per basic and diluted share, compared to a net loss of $2,111,000, or 39 cents per basic and diluted share, for the comparable 2001 quarter. The Company did not recognize any income tax expense for the reported periods due to the utilization of net operating loss carryforwards.
Six Months Ended June 30, 2002 and 2001
For the six months ended June 30, 2002, net sales from continuing operations increased 5.6 percent to $23,380,000 from $22,149,000 in the prior year's period. The sales increase was attributed to higher sales of the Company's video monitors to its international gaming customers. Gross operating margin as a percentage of sales was 19.5 percent, or $4,553,000, compared to 17.2 percent, or $3,818,000, for the same period last year. This increase is attributed to the Company's production from its Malaysian joint venture and a favorable sales product mix. Engineering, selling, and administrative expenditures decreased $890,000 to $3,945,000 from $4,835,000 in the 2001 period. This decrease is attributed to the elimination of non-production personnel, which took place during 2001, as well as aggressive cost containment programs. During the second quarter of 2001, the Company moved its Chicago based operations to McCook, Illinois and recorded moving related expenses of $1,318,000. Other expense, net, decreased $123,000 to $227,000 from $350,000 in the 2001 period. For the six months of 2001, the Company recorded a loss on discontinued operations of $106,000 or 2 cents per share, which relates to the Company's discontinued coin door operations as discussed in the notes. During the first quarter of 2002, the Company recorded a $52,000 benefit or 1 cent per share cumulative effect of change in accounting principle, which relates to the Company's adoption of SFAS 142 as discussed in the notes. For the six months of 2002, the Company reported net earnings of $431,000, or 8 cents per basic and diluted share, compared to a net loss of $2,791,000, or 51 cents per basic and diluted share, for the comparable 2001 period. The Company did not recognize any material income tax expense for the reported periods due to the utilization of net operating loss carryforwards.
Market and Credit Risks
The Company is subject to certain market risks, mainly interest rates. During 2001, the Company entered into a two-year, $15.7 million, secured credit facility with American National Bank. At June 30, 2002, the Company had total outstanding bank debt of $9.5 million, which consisted of $5.9 million on its revolving line of credit at an interest rate of 5.00% and $3.6 million on its installment term note at an interest rate of 6.25%. The Company believes that its exposure to interest rate fluctuations will be limited due to the Company's practice of maintaining a minimal cash balance in an effort to effectively use any excess cash flows to reduce outstanding debt. All of the Company's debt is subject to variable interest rates. An adverse change in interest rates during the time that this debt is outstanding would
8
cause an increase in the amount of interest paid. The Company may pay down the loans at any time without penalty. However, a 100 basis point increase in interest rates would result in an annual increase of approximately $95,000 in interest expense recognized in the financial statements.
The Company is exposed to credit risk on certain assets, primarily accounts receivable. The Company provides credit to customers in the ordinary course of business and performs ongoing credit evaluations. Concentrations of credit risk with respect to trade receivables are somewhat limited due to the large number of customers comprising the Company's customer base.
Liquidity and Capital Resources
As of June 30, 2002, cash and cash equivalents had decreased $65,000 from year-end 2001. On a daily basis, the Company utilizes a sweep account to reduce its cash on hand to minimize its outstanding balance on its revolving line of credit and its interest expense. Accounts receivable increased $3,320,000 to $9,244,000 from $5,924,000. This increase is attributed to higher sales during the last month of the second quarter. Also, the Company received payment of approximately $1,460,000 during the first two days of July 2002, which reduced its trade receivables. Inventory decreased $587,000 to $9,424,000 from $10,011,000 at year-end 2001. This decrease is attributed to the Company's ongoing actions to reduce its overall inventory levels. Other current assets increased $23,000 to $981,000 from $958,000 at year-end. Fixed assets, net, decreased $216,000 to $2,682,000 from $2,898,000 at year-end. Current liabilities increased $2,595,000 to $8,040,000 from $5,445,000 at year-end, as the Company had higher accounts payables at the end of the second quarter of 2002. Long-term liabilities decreased $632,000 to $8,293,000 compared to $8,925,000 at December 31, 2001. This decrease is attributed to a lower outstanding balance as of June 30, 2002 of the Company's general line of credit. Under its current credit facility, the Company is required to maintain certain financial covenants. While the Company is currently meeting its financial covenants for 2002, its liquidity could be adversely affected if it is unable to do so. Overall, the Company believes that its future financial requirements can be met with funds generated from operating activities and from its credit facility during the foreseeable future.
New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations (SFAS 143)," which addresses the financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development, and (or) normal use of the asset.
SFAS 143 requires that the fair value of the liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability the Company will recognize a gain or loss on settlement.
The Company is required and plans to adopt the provisions of SFAS 143 during the quarter ending March 31, 2003. To accomplish this, the Company must identify all legal obligations for asset retirement obligations, if any, and determine the fair value of these obligations on the date of adoption. Because of the effort necessary to comply with the adoption of SFAS 143, it is not practicable for management to estimate the impact of adopting this Statement at the date of its report.
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Forward Looking Statements
Because the Company wants to provide shareholders and potential investors with more meaningful and useful information, this report may contain certain forward-looking statements (as such term is defined in the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended) that reflect the Company's current expectations regarding the future results of operations, performance and achievements of the Company. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The Company has tried, wherever possible, to identify these forward-looking statements by using words such as "anticipate," "believe," "estimate," "expect" and similar expressions. These statements reflect the Company's current beliefs and are based on information currently available to it. Accordingly, these statements are subject to certain risks, uncertainties and assumptions which could cause the Company's future results, performance or achievements to differ materially from those expressed in, or implied by, any of these statements, which are more fully described in our Securities and Exchange Commission filings. The Company undertakes no obligation to release publicly the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the Company's market risk during the three and six months ended June 30, 2002. For additional information on market risk, refer to the "Quantitative and Qualitative Disclosures About Market Risk" section of the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
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Item 4. Submission of Matters to a Vote of Security Holders
A. The annual meeting of stockholders of Wells-Gardner Electronics Corporation was held on April 25, 2002.
B. Set forth below is the tabulation of the votes on each nominee for election as a director:
| |
For |
Withhold Authority |
Broker Non-votes |
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|---|---|---|---|---|---|---|
| Marshall L. Burman | 4,915,368.806 | 159,327.603 | 0 | |||
| Jerry Kalov | 4,849,968.806 | 224,727.603 | 0 | |||
| Frank R. Martin | 4,852,283.806 | 222,412.603 | 0 | |||
| Anthony Spier | 4,852,861.806 | 221,834.603 | 0 | |||
| Dr. Mark L. Yoseloff | 4,851,474.806 | 223,221.603 | 0 |
C. Set forth below is the tabulation of the vote to approve the appointment of KPMG LLP, as independent public accountants of the Company for the current fiscal year:
| For |
Against |
Withheld |
Broker Non-votes |
|||
|---|---|---|---|---|---|---|
| 5,038,368.806 | 29,213.603 | 7,114.000 | 0 |
Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits:
| Exhibit 10.1 | — | Separation Agreement and General Release between Wells-Gardner Electronics Corporation and Mark Komorowski | |||
Exhibit 10.2 |
— |
Sales Representation Agreement between American Gaming and Electronics, Inc. and Mark Komorowski |
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Exhibit 99.1 |
— |
Statement of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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Exhibit 99.2 |
— |
Statement of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
(b). Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended June 30, 2002.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WELLS-GARDNER ELECTRONICS CORPORATION | ||||
| Date: August 9, 2002 | By: | /s/ GEORGE B. TOMA George B. Toma CPA, CMA Vice President of Finance, Chief Financial Officer & Corporate Secretary |
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