##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


____________________

FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934

|                                     |  |  |  |                               
|------------------------------------ |  |  |  | ------------------------------
|For the Quarter Ended March 31, 2003 |  |  |  | Commission File Number:0-18393

WINLAND ELECTRONICS, INC.

(Name of small business issuer in its charter)


|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Minnesota                                                      |  | 41-0992135                             
|(state or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number)

1950 Excel Drive, Mankato, Minnesota 56001

(Address of principal executive offices)


(507) 625-7231

(Issuers telephone number)




---



There were 2,989,984 shares of Common Stock, $.01 par value, outstanding as of
May 13, 2003.

Transitional Small Business Disclosure Format (check one): Yes o   No x

1



---

TABLE OF CONTENTS



|                                                 |                                                                   |  |  |  |  |  |  | 
|------------------------------------------------ | ----------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I-FINANCIAL INFORMATION                    
|                                                 | ITEM 1: FINANCIAL STATEMENTS                                     
|                                                 | ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|                                                 | ITEM 3. CONTROLS AND PROCEDURES                                  
|PART II  OTHER INFORMATION                     
|                                                 | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                         
|SIGNATURES                                      
|SARBANES-OXLEY SECTION 302 CERTIFICATION        
|EXHIBIT INDEX TO FORM 10-QSB                    
|EX-99.1 Certification of Chief Executive Officer
|EX-99.2 Certification of Chief Financial Officer



---



##### Table of Contents






PART I-FINANCIAL INFORMATION




ITEM 1: FINANCIAL STATEMENTS

WINLAND ELECTRONICS, INC.
BALANCE SHEETS

|                                 |                              |      |             |           |              |   |            |           | 
|-------------------------------- | ---------------------------- | ---- | ----------- | --------- | ------------ | - | ---------- | --------- | 
|                                 |                              |      | March 31,   |           | December 31,
|ASSETS                           |                              | 2003 |             | 2002     
|                                 |                              |      |             |          
|                                 |                              |      | (UNAUDITED) |           |              |   |           
|Current Assets                   |                              |      |             |           |              |   |            |          
|Cash                             |                              | $    | 966,780     |           |              | $ | 692,700    |          
|Accounts receivable, net         |                              |      | 2,730,634   |           |              |   | 2,091,544  |          
|Inventories                      |                              |      | 1,851,462   |           |              |   | 1,811,644  |          
|Prepaid expenses                 |                              |      | 219,496     |           |              |   | 145,035    |          
|Deferred Taxes                   |                              |      | 186,000     |           |              |   | 186,000    |          
|                                 |                              |      |             |           |              |   |            |          
|                                 | Total current assets         |      |             | 5,954,372 |              |   |            | 4,926,923 | 
|                                 |                              |      |             |           |              |   |            |          
|Other Assets                     |                              |      | 19,966      |           |              |   | 590        |          
|                                 |                              |      |             |           |              |   |            |          
|                                 | Total other assets           |      |             | 19,966    |              |   |            | 590       | 
|                                 |                              |      |             |           |              |   |            |          
|Property and Equipment, at cost: |                              |      |             |           |              |   |            |          
|Land and land improvements       |                              |      | 272,901     |           |              |   | 272,901    |          
|Building                         |                              |      | 2,983,586   |           |              |   | 2,983,586  |          
|Machinery and equipment          |                              |      | 3,775,208   |           |              |   | 3,735,832  |          
|Data processing equipment        |                              |      | 1,282,398   |           |              |   | 1,265,396  |          
|Office furniture and equipment   |                              |      | 332,708     |           |              |   | 352,834    |          
|                                 |                              |      |             |           |              |   |            |          
|                                 | Total property and equipment |      |             | 8,646,801 |              |   |            | 8,610,549 | 
|Less accumulated depreciation    |                              |      | (4,726,716  | )         |              |   | (4,556,721 | )        
|                                 |                              |      |             |           |              |   |            |          
|                                 | Net property and equipment   |      |             | 3,920,085 |              |   |            | 4,053,828 | 
|                                 |                              |      |             |           |              |   |            |          
|                                 | Total assets                 |      | $           | 9,894,423 |              |   | $          | 8,981,341 | 
|                                 |                              |      |             |           |              |   |            |          

See Notes to the Interim Financial Statements

2



---



##### Table of Contents



WINLAND ELECTRONICS, INC.
BALANCE SHEETS

|                                     |                                         |                                            |   |             |           |              |   |           |           | 
|------------------------------------ | --------------------------------------- | ------------------------------------------ | - | ----------- | --------- | ------------ | - | --------- | --------- | 
|                                     |                                         |                                            |   | March 31,   |           | December 31,
|LIABILITIES AND STOCKHOLDERS EQUITY |                                         | 2003                                       |   | 2002       
|                                     |                                         |                                            |   |            
|                                     |                                         |                                            |   | (UNAUDITED) |           |              |   |          
|Current Liabilities                  |                                         |                                            |   |             |           |              |   |          
|                                     | Current maturities of long-term debt    |                                            | $ | 401,350     |           |              | $ | 413,546   |          
|                                     | Accounts payable                        |                                            |   | 1,472,261   |           |              |   | 931,933   |          
|                                     | Accrued expenses:                       |                                            |   |             |           |              |   |           |          
|                                     |                                         | Compensation                               |   |             | 436,766   |              |   |           | 524,088   | 
|                                     |                                         | Other                                      |   |             | 271,151   |              |   |           | 151,548   | 
|                                     | Income tax payable                      |                                            |   | 208,807     |           |              |   | 159,028   |          
|                                     |                                         |                                            |   |             |           |              |   |          
|                                     |                                         | Total current liabilities                  |   |             | 2,790,335 |              |   |           | 2,180,143 | 
|                                     |                                         |                                            |   |             |           |              |   |          
|Long Term Liabilities                |                                         |                                            |   |             |           |              |   |          
|                                     | Deferred revenue                        |                                            |   | 176,923     |           |              |   | 178,958   |          
|                                     | Long-term debt, less current maturities |                                            |   | 2,000,839   |           |              |   | 2,098,083 |          
|                                     |                                         |                                            |   |             |           |              |   |          
|                                     |                                         | Total long-term liabilities                |   |             | 2,177,762 |              |   |           | 2,277,041 | 
|                                     |                                         |                                            |   |             |           |              |   |          
|                                     |                                         | Total liabilities                          |   |             | 4,968,097 |              |   |           | 4,457,184 | 
|                                     |                                         |                                            |   |             |           |              |   |          
|Stockholders Equity                 |                                         |                                            |   |             |           |              |   |          
|                                     | Common stock                            |                                            |   | 29,782      |           |              |   | 29,782    |          
|                                     | Warrants                                |                                            |   | 43,178      |           |              |   |          |          
|                                     | Additional paid-in capital              |                                            |   | 2,264,710   |           |              |   | 2,264,710 |          
|                                     | Retained earnings                       |                                            |   | 2,588,356   |           |              |   | 2,229,665 |          
|                                     |                                         |                                            |   |             |           |              |   |          
|                                     |                                         | Total stockholders equity                 |   |             | 4,926,026 |              |   |           | 4,524,157 | 
|                                     |                                         |                                            |   |             |           |              |   |          
|                                     |                                         | Total liabilities and stockholders equity |   | $           | 9,894,123 |              |   | $         | 8,981,341 | 
|                                     |                                         |                                            |   |             |           |              |   |          

See Notes to the Interim Financial Statements

3



---



##### Table of Contents



WINLAND ELECTRONICS, INC.
STATEMENTS OF INCOME
For the Three Months Ended March 31, 2003 and 2002
(UNAUDITED)

|                                                      |                            |                            |           |           |           |      |           |           |           | 
|----------------------------------------------------- | -------------------------- | -------------------------- | --------- | --------- | --------- | ---- | --------- | --------- | --------- | 
|                                                      |                            |                            |           | 2003      |           | 2002
|                                                      |                            |                            |           |           |           |     
|Net sales                                             |                            | $                          | 5,443,154 |           |           | $    | 4,285,647 |          
|Cost of sales                                         |                            |                            | 4,028,911 |           |           |      | 3,200,079 |          
|                                                      |                            |                            |           |           |           |      |           |          
|                                                      |                            | Gross profit               |           |           | 1,414,243 |      |           |           | 1,085,568 | 
|                                                      |                            |                            |           |           |           |      |           |          
|Operating expenses:                                   |                            |                            |           |           |           |      |           |          
|                                                      | General and administrative |                            |           | 379,093   |           |      |           | 303,242   |          
|                                                      | Sales and marketing        |                            |           | 231,919   |           |      |           | 236,037   |          
|                                                      | Research and development   |                            |           | 196,437   |           |      |           | 148,781   |          
|                                                      |                            |                            |           |           |           |      |           |          
|                                                      |                            |                            | 807,449   |           |           |      | 688,060   |          
|                                                      |                            |                            |           |           |           |      |           |          
|                                                      |                            | Operating income           |           |           | 606,794   |      |           |           | 397,508   | 
|                                                      |                            |                            |           |           |           |      |           |          
|Other income (expenses):                              |                            |                            |           |           |           |      |           |          
|                                                      | Interest expense           |                            |           | (43,330   | )         |      |           | (78,768   | )        
|                                                      | Other, net                 |                            |           | 227       |           |      |           | 11,333    |          
|                                                      |                            |                            |           |           |           |      |           |          
|                                                      |                            |                            | (43,103   | )         |           |      | (67,435   | )        
|                                                      |                            |                            |           |           |           |      |           |          
|                                                      |                            | Income before income taxes |           |           | 563,691   |      |           |           | 330,073   | 
|Income tax expense                                    |                            |                            | (205,000  | )         |           |      | (49,000   | )        
|                                                      |                            |                            |           |           |           |      |           |          
|                                                      |                            | Net income                 |           | $         | 358,691   |      |           | $         | 281,073   | 
|                                                      |                            |                            |           |           |           |      |           |          
|Earnings per share data:                              |                            |                            |           |           |           |      |           |          
|                                                      | Basic                      |                            | $         | 0.12      |           |      | $         | 0.09      |          
|                                                      | Diluted                    |                            |           | 0.12      |           |      |           | 0.09      |          
|Weighted-average number of common shares outstanding: |                            |                            |           |           |           |      |           |          
|                                                      | Basic                      |                            |           | 2,978,160 |           |      |           | 2,959,842 |          
|                                                      | Diluted                    |                            |           | 3,049,061 |           |      |           | 2,982,802 |          

See Notes to the Interim Financial Statements

4



---



##### Table of Contents



WINLAND ELECTRONICS, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2003 and 2002
(UNAUDITED)

|                                                      |                                                                                   |                                             |                                              |          |          |          |      |          |          |         |  
|----------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------- | -------------------------------------------- | -------- | -------- | -------- | ---- | -------- | -------- | ------- | -
|                                                      |                                                                                   |                                             |                                              |          | 2003     |          | 2002
|                                                      |                                                                                   |                                             |                                              |          |          |          |     
|Cash Flows From Operating Activities                  |                                                                                   |                                             |                                              |          |          |          |      |         
|                                                      | Net income                                                                        |                                             | $                                            | 358,691  |          |          | $    | 281,073  |         
|                                                      | Adjustments to reconcile net income to net cash
provided by operating activities: |                                             |                                              |          |          |          |      |          |         
|                                                      |                                                                                   | Depreciation and amortization               |                                              |          | 176,808  |          |      |          | 197,523  |        
|                                                      |                                                                                   | Loss on disposal of equipment               |                                              |          | 641      |          |      |          | 433      |        
|                                                      |                                                                                   | Investor relations expense, warrants issued |                                              |          | 2,425    |          |      |          |         |        
|                                                      |                                                                                   | Changes in assets and liabilities:          |                                              |          |          |          |      |          |          |        
|                                                      |                                                                                   |                                             | Accounts receivable                          |          |          | (639,090 | )    |          |          | 41,772  |  
|                                                      |                                                                                   |                                             | Income tax receivable                        |          |          |         |      |          |          | 49,163  |  
|                                                      |                                                                                   |                                             | Inventories                                  |          |          | (39,818  | )    |          |          | 30,403  |  
|                                                      |                                                                                   |                                             | Prepaid expenses                             |          |          | (52,872  | )    |          |          | (15,914 | )
|                                                      |                                                                                   |                                             | Accounts payable                             |          |          | 540,328  |      |          |          | 201,740 |  
|                                                      |                                                                                   |                                             | Accrued expenses, including deferred revenue |          |          | 80,025   |      |          |          | 22,590  |  
|                                                      |                                                                                   |                                             |                                              |          |          |          |      |         
|                                                      | Net cash provided by operating activities                                         |                                             |                                              | 427,138  |          |          |      | 808,783  |         
|                                                      |                                                                                   |                                             |                                              |          |          |          |      |         
|Cash Flows From Investing Activities                  |                                                                                   |                                             |                                              |          |          |          |      |         
|                                                      | Purchases of property and equipment                                               |                                             |                                              | (43,618  | )        |          |      | (9,749   | )       
|                                                      |                                                                                   | Net cash used in investing activities       |                                              |          | (43,618  | )        |      |          | (9,749   | )      
|                                                      |                                                                                   |                                             |                                              |          |          |          |      |         
|Cash flows From Financing Activities                  |                                                                                   |                                             |                                              |          |          |          |      |         
|                                                      | Net payments on revolving credit agreement                                        |                                             |                                              |         |          |          |      | (720,000 | )       
|                                                      | Payments on long-term borrowings, including capital
lease obligations             |                                             |                                              | (109,440 | )        |          |      | (156,563 | )       
|                                                      |                                                                                   |                                             |                                              |          |          |          |      |         
|                                                      |                                                                                   | Net cash used in financing activities       |                                              |          | (109,440 | )        |      |          | (876,563 | )      
|                                                      |                                                                                   |                                             |                                              |          |          |          |      |         
|                                                      |                                                                                   |                                             | Net increase (decrease) in cash              |          |          | 274,080  |      |          |          | (77,529 | )
|Cash                                                  |                                                                                   |                                             |                                              |          |          |          |      |         
|                                                      | Beginning                                                                         |                                             |                                              | 692,700  |          |          |      | 399,749  |         
|                                                      |                                                                                   |                                             |                                              |          |          |          |      |         
|                                                      | End                                                                               |                                             | $                                            | 966,780  |          |          | $    | 322,220  |         
|                                                      |                                                                                   |                                             |                                              |          |          |          |      |         
|Supplemental Disclosures of Cash Flow Information     |                                                                                   |                                             |                                              |          |          |          |      |         
|                                                      | Cash payments for:                                                                |                                             |                                              |          |          |          |      |          |         
|                                                      |                                                                                   | Interest                                    |                                              | $        | 42,815   |          |      | $        | 79,030   |        
|                                                      |                                                                                   | Income tax                                  |                                              |          | 157,421  |          |      |          | 1,250    |        
|                                                      |                                                                                   |                                             |                                              |          |          |          |      |         
|Supplemental Schedule of Noncash Financing Activities |                                                                                   |                                             |                                              |          |          |          |      |         
|                                                      | Warrants Issued in Connection with Investors Relations                            |                                             |                                              |          |          |          |      |          |         
|                                                      | Services to be Provided                                                           |                                             | $                                            | 43,178   |          |          | $    |         |         
|                                                      |                                                                                   |                                             |                                              |          |          |          |      |         

See Notes to the Interim Financial Statements

5



---



##### Table of Contents



WINLAND ELECTRONICS, INC.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

Note 1. Basis of Presentation

The accompanying unaudited financial statements have been prepared by the
Company in accordance with generally accepted accounting principles in the
United States of America, pursuant to the rules and regulations of the
Securities and Exchange Commission. In managements opinion all adjustments
necessary for 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. All adjustments to the financial statements 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, 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 2. Inventories

Major components of inventory at March 31, 2003 and December 31, 2002 as follows:

|                     |  |                |           |                   |  |   |           |  
|-------------------- |  | -------------- | --------- | ----------------- |  | - | --------- | -
|                     |  | March 31, 2003 |           | December 31, 2002
|                     |  |                |           |                  
|Raw Materials        |  | $              | 1,220,426 |                   |  | $ | 1,462,315 |  
|Work In Process      |  |                | 147,065   |                   |  |   | 138,663   |  
|Finished Goods       |  |                | 715,971   |                   |  |   | 395,666   |  
|Obsolescence reserve |  |                | (232,000  | )                 |  |   | (185,000  | )
|                     |  |                |           |                   |  |   |           |  
|Total                |  | $              | 1,851,462 |                   |  | $ | 1,811,644 |  
|                     |  |                |           |                   |  |   |           |  

Note 3. Financing Arrangement

The Company accepted a loan proposal and commitment from M&I Bank of
Minneapolis, Minnesota for a $2,500,000 revolving line-of-credit agreement to
replace the previous $2,500,000 line-of-credit with Wells Fargo Bank that
matured on March 31, 2003. There were no advances outstanding on the revolving
line-of-credit agreement at March 31, 2003 or December 31, 2002. The Companys
Board of Directors approved the change in banking relationships to M&I Bank.
The Company believes M&I Bank will be a strong banking partner that will
provide the flexibility and commitment the Company requires for adequate
financing to meet its future needs.

6



---



##### Table of Contents



Note 4. Major Customers and Enterprisewide Disclosures

Major Customers:The Company has customers which accounted for more than 10
percent of net sales for the three months ended March 31, 2003 and 2002, as
follows:

|                  |            |  |                    |    |                    |  |  |    |  
|----------------- | ---------- |  | ------------------ | -- | ------------------ |  |  | -- | -
|                  |            |  | Three Months Ended |    | Three Months Ended
|                  |            |  | March 31, 2003     |    | March 31, 2002    
|                  |            |  |                    |    |                   
|Sales percentage: |            |  |                    |    |                    |  |  |   
|                  | Customer A |  |                    | 52 | %                  |  |  | 51 | %
|                  | Customer B |  |                    | 21 | %                  |  |  | 16 | %

The Company has customers that accounted for more than 10% of net receivables at March 31, 2003
and December 31, 2002, as follows:

|                                |            |  |                |    |                   |  |  |    |  
|------------------------------- | ---------- |  | -------------- | -- | ----------------- |  |  | -- | -
|                                |            |  | March 31, 2003 |    | December 31, 2002
|                                |            |  |                |    |                  
|Accounts receivable percentage: |            |  |                |    |                   |  |  |   
|                                | Customer A |  |                | 51 | %                 |  |  | 34 | %
|                                | Customer B |  |                | 22 | %                 |  |  | 17 | %

Enterprisewide Disclosures:The following table presents three month revenues from external
customers for each of the Companys groups of products and services:

|                                                                           |  |                    |           |                    |  |   |           | 
|-------------------------------------------------------------------------- |  | ------------------ | --------- | ------------------ |  | - | --------- | 
|                                                                           |  | Three Months Ended |           | Three Months Ended
|                                                                           |  | March 31, 2003     |           | March 31, 2002    
|                                                                           |  |                    |           |                   
|Proprietary microprocessors and mechanically
controlled sensors and alarms |  | $                  | 673,614   |                    |  | $ | 681,083   | 
|Electronic controls and assemblies for
OEM customers                       |  |                    | 4,769,540 |                    |  |   | 3,604,564 | 
|                                                                           |  |                    |           |                    |  |   |           | 
|                                                                           |  | $                  | 5,443,154 |                    |  | $ | 4,285,647 | 
|                                                                           |  |                    |           |                    |  |   |           | 

Note 5. Earnings Per Share

Basic per-share amounts are computed, generally, by dividing net income or loss
by the weighted-average number of common shares outstanding. Diluted per-share
amounts assume the conversion, exercise, or issuance of all potential common
stock instruments unless the effect is antidilutive.

Note 6. Stock Options, Warrants and Stock-Based Compensation Plans

Warrants:On February 19, 2003, the Company granted to Hayden Communications,
Inc., an investor relations firm, warrants to purchase 36,000 shares of common
stock. Warrants to purchase 9,000 shares of common stock vest in six-month
increments during the two-year contractual period and will carry a three-year
term from the date of vesting. The contract for services to be provided by
Hayden Communications, Inc. does provide for a cancellation clause, by either
party to the agreement, thereby limiting the warrants only to those vested up
to the time of termination. On March 31, 2003, warrants to purchase 36,000
shares of common stock were outstanding, of which none was exercisable. The
exercise price of all outstanding warrants is $2.04 per share.

7



---



##### Table of Contents



The warrants have been valued using the Black-Scholes pricing model. Because
the contract is cancelable, the Company is reflecting the value of the warrants
as a prepaid expense and amortizing the expense as investor relations expense
over the life of the contract. In addition, the total value of the outstanding
warrants, $43,178, is reflected in the stockholders equity section at March
31, 2003.

Stock-Based Compensation Plans:At March 31, 2003, the Company had a
stock-based compensation plan. The Company accounts for this plan under the
recognition and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. Accordingly, no
stock-based employee compensation cost has been recognized, as all options
granted under this plan had an exercise price equal to the market value of the
underlying common stock on the date of grant. There were no shares issued
during the three months ended March 31, 2003, therefore, there was no effect on
net income or earnings per share had compensation cost for the stock-based
compensation plan been determined based on the grant date fair values of awards
(the method described in FASB Statement No. 123, Accounting for Stock-Based
Compensation).

|                                   |                                                                                                                                            |  |                             |         |      |  |   |         |  
|---------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ------- | ---- |  | - | ------- | -
|                                   |                                                                                                                                            |  | Three Months Ended March 31
|                                   |                                                                                                                                            |  |                            
|                                   |                                                                                                                                            |  | 2003                        |         | 2002
|                                   |                                                                                                                                            |  |                             |         |     
|Net income (loss):                 |                                                                                                                                            |  |                             |         |      |  |   |        
|                                   | As reported                                                                                                                                |  | $                           | 358,691 |      |  | $ | 281,073 |  
|                                   | Deduct total stock-based employee compensation expense determined
under fair value-based method for all awards, net of related tax effects |  |                             | (8,173  | )    |  |   | (10,660 | )
|                                   |                                                                                                                                            |  |                             |         |      |  |   |        
|                                   | Pro forma                                                                                                                                  |  | $                           | 350,518 |      |  | $ | 270,413 |  
|                                   |                                                                                                                                            |  |                             |         |      |  |   |        
|Basic earnings (loss) per share:   |                                                                                                                                            |  |                             |         |      |  |   |        
|                                   | As reported                                                                                                                                |  | $                           | 0.12    |      |  | $ | 0.09    |  
|                                   | Pro forma                                                                                                                                  |  |                             | 0.12    |      |  |   | 0.09    |  
|Diluted earnings (loss) per share: |                                                                                                                                            |  |                             |         |      |  |   |        
|                                   | As reported                                                                                                                                |  |                             | 0.12    |      |  |   | 0.09    |  
|                                   | Pro forma                                                                                                                                  |  |                             | 0.12    |      |  |   | 0.09    |  

Note 8. New Accounting Standards

Recent pronouncements: In September 2001, the Financial Accounting Standards
Board (FASB) issued Statement No. 143, Asset Retirement Obligations. This
statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. The statement will be effective for the Companys
fiscal year ending 2003. Management does not expect the adoption of this
standard to have a material impact on the Companys financial statements.

In April 2002, the FASB issued Statement No. 145, Rescission of FASB Statements
No. 4, 44, and 64, Amendments of FASB Statement No. 13, and Technical
Corrections. The Company does not believe that the adoption of this
pronouncement will have a material effect on its financial statements.

In January 2003, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure. This statement provides alternative
methods of transition for a voluntary change to the fair value-based method of
accounting for stock-based employee compensation. In addition, this statement
also amends the disclosure requirements of SFAS No. 123 to require more
prominent and frequent disclosures in the financial statements about the
effects of stock-based compensation. The transitional guidance and annual
disclosure provisions of this statement was effective for the December 31, 2002
financial statements. The interim reporting disclosure requirements are
effective for the Companys March 31, 2003 Form 10-QSB. Because the Company
continues to account for employee stock-based compensation under APB Opinion
No. 25, the

8



---



##### Table of Contents



transitional guidance of SFAS No. 148 has no effect on the financial statements
at this time. The December 31, 2002, and March 31, 2003 financial statements
have incorporated the enhanced disclosure requirements of SFAS No. 148, as
presented above under the caption Employee Stock Plans.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities. This interpretation establishes standards for
identifying a variable interest entity and for determining under what
circumstances a variable interest entity should be consolidated with its
primary beneficiary. Until now, a company generally has included another entity
in its consolidated financial statements only if it controlled the entity
through voting interests. Interpretation No. 46 changes that by requiring a
variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entitys
activities or is entitled to receive a majority of the entitys residual
returns or both. The requirements of Interpretation No. 46 will apply to the
Company for its quarter ending September 30, 2003. The Company does not believe
that the adoption of this pronouncement will have a material effect on its
financial statements.

9



---



##### Table of Contents






ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS
Three months ended March 31, 2003 v.
Three months ended March 31, 2002

Net Sales: The Company recorded net sales of $5,443,154 for the three months
ended March 31, 2003, an increase of $1,157,507, or 27.0%, from $4,285,647 for
the same period in 2002. The increase in sales for the three months ended March
31, 2003 is attributed to significant increases in sales to original equipment
manufacture (OEM) customers. Sales of Winlands proprietary products, which
include the security/industrial sensors, DC motor controls and utility
controls, decreased 1% for the three months ended March 31, 2003, compared to
the same period in 2002.

The Companys OEM customers have given the Company purchase orders and
forecasts having an aggregate value of $12.8 million for delivery during the
remainder of 2003. The Company expects to receive additional orders from
current OEM customers for future production. Although the Company has purchase
orders in place for may of its OEM customers which are scheduled to be
fulfilled in 2003, these customers may terminate their relationship with the
Company at any time pursuant to certain cancellation provisions. Therefore,
there is no assurance that the Company will continue to be engaged by any of
these customers.

The Company has continued to position itself as a full service designer and
manufacturer of custom controls and assemblies for OEM customers. The Company
continues to explore additional geographic regions to market its OEM services,
primarily through networking with referral sources in the Chicago and
Minneapolis areas. The loss of any significant OEM customer would likely have
an adverse affect on the Companys short-term, and potentially long-term,
results.

Gross Profits: Gross profit dollars increased 30% to $1,414,243 or 26.0% of
net sales for the three months ended March 31, 2003, compared to $1,085,568 or
25.3% of net sales for the same period in 2002. The increase in gross profit
for the quarter ended March 31, 2003 is primarily attributed to the increased
sales, as well as the Companys ability to maintain consistent direct and
variable indirect expenses. Cost of sales decreased slightly as a percentage
of sales for the quarter ended March 31, 2003, however, the actual expense for
the period increased $828,832. The increase is primarily attributed to material
and labor associated to the additional sales for the period, as well as
increased warranty and obsolescence reserves, commissions expense, accrued
employee incentive plan expense and the administrative expenses related to the
Arrow Electronics, Inc. In Plant Store (IPS), which started in April of 2002.
Inventory in the IPS, although located on Company premises, is owned by Arrow
Electronics, Inc. and is invoiced to the Company when utilized by the Company
in manufacturing. The Company has seen the use of the IPS reduce shipping and
carrying costs of inventory.

Operating Expenses: General and administrative expense was $379,093 or 7.0% of
net sales for the three months ended March 31, 2003, compared to $303,242 or
7.1% of net sales for the same period in 2002. The actual general and
administrative expenses increased $75,851 for the three months ended March 31,
2003 compared to the same period in 2002. The increase is attributed to
increased professional fees, salaries and related expenses, employee incentive
plan accruals and increased bad debt reserves, offset in part by decreased
telephone and investor relations expense.

Sales and marketing expense (including project management) was $231,919 or 4.3%
of net sales for the three months ended March 31, 2003, compared to $236,037 or
5.5% of net sales for the same period in 2002, a decrease of $4,118. The
decrease in sales and marketing as a percentage of sales is primarily due to
holding expenses at 2002 levels as sales increased. The slight decrease was
attributed to reduced overall salaries and employee related costs as a result
of the reassignment of personnel and lower trade show costs, offset in part by
increased employee training expenses, travel and expenses related to the
replacement and proposed expansion of the Companys sales force.

Winlands sales and marketing efforts are focused on building long-term
relationships with targeted OEM strategic accounts in the markets that it
serves. The Company relies on direct sales people along with an extensive
referral network to promote its services and uncover new opportunities.

10



---



##### Table of Contents



Management believes that relationships built on networking, referrals and
face-to-face contact will provide Winland an opportunity to build market share
in the EMS (Electronic Manufacturing Services) market. Winlands proprietary
products in the Environmental Sensors and Security Retail sectors are marketed
through a network of dealers and distributors and supported by current internal
staff.

Research and development expense (including the development of new Company
products as well as design services and support to the OEM customer base) was
$196,437 or 3.6% of net sales for the three months ended March 31, 2003,
compared to $148,781 or 3.5% of net sales for the same period in 2002. The
increase in research and development expense for the three months ended March
31, 2003 compared to 2002 is primarily attributable to increased salaries and
employee related expenses associated with the reassignment of personnel from
2002 to 2003 and the addition of an engineer in February 2002, employee
incentive plan accruals, warranty expense associated with designs for
customers, offset in part by a reduction in new product development and
consulting expense.

Interest Expense: Interest expense was $43,330 or 0.8% of net sales for the
three months ended March 31, 2003, compared to $78,768 or 1.8% of net sales for
the same periods in 2002. The decrease in interest expense for the first
quarter of 2003 was due to a reduction in short-term and long-term debt.
During the first three months of 2003, the Company maintained a zero balance on
its revolving line-of-credit and paid down $109,440 of long-term debt. All of
the cash used to reduce debt was generated from the Companys operating
activities.

Net Earnings: The Company reported net income of $358,691 or $0.12 per basic
and diluted share for the three months ended March 31, 2003, compared to net
income of $281,073 or $0.09 per basic and diluted share for the first three
months of 2002. The net income for the first three months of 2003 is primarily
due to increased sales and improved gross profit margins based on a more
profitable sales mix and the Companys ability to maintain consistent direct
and variable indirect expenses, offset in part by increased operating and
income tax expense. Bottom line performance also benefited from reductions in
interest expense.

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

The Company uses a 37% blended federal and state income tax rate. In 2002, the
37% blended rate was offset, in part, by a tax benefit from the use of net
operating losses and tax credits generated in previous years.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities was $427,138 for the three months ended
March 31, 2003, compared to $808,783 for the same period in 2002, a decrease of
$381,645. This change was primarily due to increased receivable levels
resulting from higher quarterly and March sales. Additional payables at March
31, 2003 compared to the same time period in 2002 is indicative of the
increased material demands to meet increased sales levels. The increased
balance in payables only partially offsets the higher receivable balance,
thereby creating a net decrease in cash from operations. Cash provided by
operations was used to pay down $109,440 of the Companys long-term debt and
for the purchase of equipment. The Company has funded its current operations
and strengthened its cash position with working capital provided by operations.

The current ratio at March 31, 2003 was 2.13 to 1, compared to 2.26 to 1 at
December 31, 2002. Working capital equaled $3,164,037 on March 31, 2003,
compared to $2,746,780 on December 31, 2002. The increase in working capital
is primarily attributed to increased accounts receivable and cash, offset in
part by increased accounts payable and accrued expenses.

The Company accepted a loan proposal and commitment from M&I Bank of
Minneapolis, Minnesota for a $2,500,000 revolving line-of-credit agreement to
replace the previous $2,500,000 line-of-credit with Wells Fargo Bank that
matured on March 31, 2003. There were no advances outstanding on the revolving
line-of-credit agreement at March 31, 2003 or December 31, 2002. The Companys
Board of Directors approved the change in banking relationships to M&I Bank.
The Company believes

11



---



##### Table of Contents



M&I Bank will be a strong banking partner that will provide the flexibility and
commitment the Company requires for adequate financing to meet its future
needs.

We believe that our cash balance, availability under a new line of credit
agreement, and anticipated cash flows from operations will be adequate to fund
our cash requirements for fiscal 2003.

A summary of our contractual cash obligations at March 31, 2003 is as follows:

|                                   |  |                        |           |      |  |              |         |      |  |      |         |                     |  |   |           |  |  |   |         |  |  |   |        | 
|---------------------------------- |  | ---------------------- | --------- | ---- |  | ------------ | ------- | ---- |  | ---- | ------- | ------------------- |  | - | --------- |  |  | - | ------- |  |  | - | ------ | 
|                                   |  | Payments due by period
|                                   |  |                       
|                                   |  |                        |           |      |  | Remainder Of |         |      |  |      |         |                     |  |   |           |  |  |   |         |  |  |  
|Contractual Obligations            |  | Total                  |           | 2003 |  | 2004         |         | 2005 |  | 2006 |         | 2007 and thereafter
|                                   |  |                        |           |      |  |              |         |      |  |      |         |                    
|Long-term debt,
including interest |  | $                      | 2,656,700 |      |  | $            | 380,600 |      |  | $    | 982,500 |                     |  | $ | 1,129,700 |  |  | $ | 105,600 |  |  | $ | 58,300 | 
|Operating leases                   |  | $                      | 6,000     |      |  | $            | 6,000   |      |  |      | 0       |                     |  |   | 0         |  |  |   | 0       |  |  |   | 0      | 
|Total contractual cash
obligations |  | $                      | 2,662,700 |      |  | $            | 386,600 |      |  | $    | 982,500 |                     |  | $ | 1,129,700 |  |  | $ | 105,600 |  |  | $ | 58,300 | 

The only off balance sheet contractual cash obligations are the operating
leases noted above.

CRITICAL ACCOUNTING POLICIES

The critical accounting policies to follow include, but are not limited to,
revenue recognition, income taxes, product warranties, depreciation and
long-lived assets. Some of the most critical policies are also discussed
below.

The Company derives revenue from primarily two sources: (1) product and out of
warranty repair revenue, which includes custom electronic controls and
assemblies for original equipment manufacturers and proprietary products in the
security/industrial, motor control and GPS markets and (2) engineering design
services which may include programming and prototypes. The Company recognizes
revenue from the sale of products and out of warranty repairs when the product
is shipped by being delivered to a common carrier. Revenue recognition occurs
for engineering design services as the progress billings are made and at the
conclusion of the project. For all sales, the Company uses either a binding
purchase order or customer accepted and signed engineering quote as evidence of
the arrangement.

The allowance for doubtful accounts is estimated at $33,000 at March 31, 2003.
During the quarter the Company increased the allowance $23,000 based on current
expectations with regard to a single customer. The Company has not experienced
significant bad debt write offs the last several years, therefore, the current
allowance is believed to be adequate for any exposures to loss on March 31,
2003 accounts receivable.

The Company has established a reserve for slow moving and obsolete inventories
and believes the reserve of $232,000 at March 31, 2003 is adequate. The
reserve is based on an analysis of the existing inventory, including specific
identification of obsolete inventory and applying a percentage of the aged
inventory 15 months old and older. We believe the obsolete and slow moving
inventory allowance includes adequate reserves for any inventory related to the
discontinuance of the GPS Antenna products line.

In addition, the Company has established a reserve of $152,000 for rework and
warranties. This reserve is based on historical experience and analysis of
specific known and potential warranty issues. A portion of the reserve is
based on a percentage of the sales for the six-month period ended March 31,
2003. The percentage used reflects historical experience. Specifically
identified or potential warranty issues are analyzed to determine the
probability and the Companys financial exposure and the reserve is
established. The Company believes that the estimated reserve at March 31, 2003
is adequate.

12



---



##### Table of Contents



At March 31, 2003, the financial statements reflect a net deferred tax asset of
$186,000. Deferred taxes are provided on an asset and liability method,
whereby deferred tax assets are recognized for deductible temporary differences
and operating loss and tax credit carryforwards, and deferred tax liabilities
are recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their
tax basis. Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized. During the year ended December
31, 2001, the Company recorded a valuation allowance of $315,200, or 100% of
the net deferred tax assets. Since 2001 represented the second consecutive loss
year, the valuation allowance was established by management due to the
difficulties in predicting when the net deferred tax assets would be utilized
and the amount of future taxable income that may be generated. Realization of
deferred tax assets is dependent on future taxable income during the period
that deductible temporary differences and carryforwards are to be available to
reduce taxable income. In 2002, because income was at a record high, the
Company eliminated the previously recorded valuation allowance as in the
opinion of management it is more likely than not that the deferred income tax
assets will be realized due to future profitability.

The income tax expense for the twelve months ended December 31, 2002 reflects a
reduction of approximately $315,000 over standard tax rates due to the use of
credit carryforwards and temporary book/tax differences that were reflected in
the deferred tax asset valuation allowance at December 31, 2001. The income
tax expense for the three months ended March 31, 2003 reflects a reduction of
approximately $73,000.

The Company depreciates property and equipment over its estimated useful life.
There were no impairment charges taken for the three months ended March 31,
2003.

CAUTIONARY STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-QSB and other
written and oral statements made from time to time by the Company do not relate
strictly to historical or current facts. As such, they are considered
forward-looking statements which provide current expectations or forecasts of
future events. Such statements can be identified by the use of terminology
such as anticipate, believe, estimate, expect, intend, may,
could, possible, plan, project, should, will, forecast and
similar words or expressions. The Companys forward-looking statements
generally relate to the Companys growth strategies, financial results, product
development and sales efforts. One must carefully consider forward-looking
statements and understand that such statements involve a variety of risks and
uncertainties, known and unknown, and may be affected by inaccurate
assumptions, including, among others, those discussed below. Consequently, no
forward-looking statement can be guaranteed and actual results may vary
materially. As provided for under the Private Securities Litigation Reform Act
of 1995, the Company wishes to caution investors that the following important
factors, among others, in some cases have affected and in the future could
affect the Companys actual results of operations and cause such results to
differ materially from those anticipated in forward-looking statements made in
this document and elsewhere by or on behalf of the Company.

The Company derives a significant portion of its revenues from a small number
of major OEM customers that are not subject to any long-term contracts with the
Company. If any major customers should for any reason decrease the volume of
their business or stop doing business with the Company, the Companys business
would be adversely affected. Some of the Companys customers are not large,
well-established companies, and the business of each customer is subject to
various risks such as market acceptance of new products and continuing
availability of financing. To the extent that the Companys customers
encounter difficulties, or the Company is unable to meet the demands of its OEM
customers, the Company could be adversely affected.

The Companys ability to increase revenues and profits is dependent upon its
ability to retain valued existing customers and obtain new customers that fit
its customer profile. The Company competes

13



---



##### Table of Contents



for new customers with numerous independent contract design and manufacturing
firms in the United States and abroad, many of whom have greater financial
resources and more established reputations. The Companys ability to compete
successfully in this industry depends, in part, upon the price at which the
Company is willing to manufacture a proposed product and the quality of the
Companys design and manufacturing services. There is no assurance that the
Company will be able to continue to obtain contracts from existing and new
customers on financially advantageous terms, and the failure to do so could
prevent the Company from achieving the growth it anticipates.

The Companys ability to execute its initiatives to increase sales and expand
market share depends upon its ability to develop additional value added
capabilities and/or proprietary products and technologies and on the
availability of sufficient financing, both equity and debt, to meet fixed and
variable costs associated with such growth. In the current economic
environment, banks and other sources of financing are becoming increasingly
conservative in their lending and investment policies. There is no assurance
that the Company will be able to obtain the financing necessary to achieve its
goals.

The Companys success in providing an improved mix of higher margin products
and services depends on the effectiveness of its new product development and
planning efforts as well as the timing of such and the availability and costs
of any competing products or services on the market.




ITEM 3. CONTROLS AND PROCEDURES

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) Evaluation of Disclosure Controls Procedures.                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | The Companys Chief Executive Officer, Lorin E. Krueger, and Chief
Financial Officer, Jennifer A. Thompson, have reviewed the
Companys disclosure controls and procedures within 90 days prior
to filing this report. Based upon this review, these officers
believe that the Companys disclosure controls and procedures are
effective in ensuring that material information related to the
Company that are required to be disclosed is made known to them.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (b) Changes in Internal Controls.                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | There were no significant changes in the Companys internal
controls or in other factors that could significantly affect these
controls subsequent to the date the Company carried out its
evaluations, including any corrective actions with regards to
significant deficiencies and material weaknesses.                                                                                                                                                     




PART II  OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits. See Exhibit Index following the signature page.

(b)  Reports on Form 8-K.None.

14



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Company has caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                    |  |                                                                                         
|------------------- |  | ----------------------------------------------------------------------------------------
|                    |  | WINLAND ELECTRONICS, INC.              (Company)                                      
|                    |  |                                                                                         
|Dated: May 13, 2003 |  | /s/ Lorin E. Krueger                                                                    
|                    |  |                                                                                         
|                    |  | Lorin E. Krueger, President and
ChiefExecutive Officer (Principal
ExecutiveOfficer)     
|                    |  |                                                                                         
|                    |  | /s/ Jennifer A. Thompson                                                                
|                    |  |                                                                                         
|                    |  | Jennifer A. Thompson, Chief
FinancialOfficer (Principal
Financial and AccountingOfficer)

15



---



##### Table of Contents






SARBANES-OXLEY SECTION 302 CERTIFICATION

I, Lorin E. Krueger, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Winland Electronics,
Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                   |  |                                         
|------------------ |  | ----------------------------------------
|Date: May 13, 2003 |  | /s/ Lorin E. Krueger                    
|                   |  |                                         
|                   |  | Lorin E. Krueger
Chief Executive Officer

16



---



##### Table of Contents



SARBANES-OXLEY SECTION 302 CERTIFICATION

I, Jennifer A. Thompson, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Winland Electronics,
Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                    |  |                                             
|------------------- |  | --------------------------------------------
|Date:  May 13, 2003 |  | /s/ Jennifer A. Thompson                    
|                    |  |                                             
|                    |  | Jennifer A. Thompson
Chief Financial Officer

17



---



##### Table of Contents






SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

EXHIBIT INDEX TO FORM 10-QSB

|                                            |  |                            
|------------------------------------------- |  | ---------------------------
|For the fiscal quarter ended
March 31, 2003 |  | Commission File No. 0-18393

__________________________

WINLAND ELECTRONICS, INC.
__________________________

|            |  |                                                                                                   
|----------- |  | --------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                       
|            |  |                                                                                                   
|99.1*       |  | Certification of Chief Executive Officer Pursuant to section 906 of the
Surbanes-Oxley Act of 2002
|99.2*       |  | Certification of Chief Financial Officer Pursuant to section 906 of the
Surbanes-Oxley Act of 2002

*Filed herewith

18