##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

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

For the fiscal year ended December 31, 2003
Commission File Number 1-8250

WELLS-GARDNER ELECTRONICS CORPORATION

(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|ILLINOIS                                                       |  | 36-1944630                          
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification Number)

9500 West 55th Street, Suite A
McCook, Illinois 60525-3605
(Address of principal executive offices)

Registrants telephone number, including area code: 708/290-2100

Securities registered pursuant to Section 12(b) of the Act:

|                              |  |                                          
|----------------------------- |  | -----------------------------------------
|Common Stock, $1.00 par value |  | American Stock Exchange                  
|Title of each class           |  | Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES  [X]  NO  [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
YES  [  ]  NO  [X]

The aggregate market value of the registrants voting stock held by
non-affiliates of the registrant (assuming for the purposes hereof, that
directors, executive officers and 10% or greater stockholders of the
registrant are affiliates of the registrant), based upon the closing sale
price of the registrants Common Stock on December 31, 2003 was
approximately $1,144,000.

The number of shares of the registrants Common Stock outstanding as of
March 15, 2004, was approximately 6,369,109.





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TABLE OF CONTENTS  PART IItem 1. BUSINESSItem 2. PROPERTIESItem 3. LEGAL PROCEEDINGSItem 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIItem 5. MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDERS MATTERSItem 6. SELECTED FINANCIAL DATAItem 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAItem 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREItem 9A. CONTROLS AND PROCEDURESPART IIIItem 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTItem 11. EXECUTIVE COMPENSATIONItem 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSItem 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSItem 14. PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVItem 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-KSIGNATURESAgreement dated November 21, 2003Audited Financial StatementsAnnual Report to ShareholdersConsent of Blackman Kallick Bartelstein LLPConsent of KPMG LLPCertification of Chief Executive OfficerCertification of Chief Financial Officer906 Certification of CEO and CFO    Table of Contents  DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrants Annual Report to Shareholders for the year
ended December 31, 2003 are incorporated into Part II of this Report on Form
10-K and filed as Exhibit 13 hereto. Portions of the Registrants
definitive Proxy Statement relating to the Registrants 2004 Annual Meeting
of Stockholders to be filed hereafter are incorporated into Part III of this
Report on Form 10-K. As used in this Annual Report on Form 10-K, the terms we, us, our and
the Company mean Wells-Gardner Electronics Corporation, an Illinois
corporation, and its subsidiaries, unless the context indicates a different
meaning, and the term common stock means our common stock, $1.00 par value
per share. 
 PART I 
 Item 1. BUSINESS OVERVIEW Founded in 1925, Wells-Gardner Electronics Corporation is a global
distributor and manufacturer of color video displays and other related
distribution products for a variety of markets including, but not limited
to, gaming machine manufacturers, casinos, coin-operated video game
manufacturers and other display integrators. In 2000, the Company formed a
50/50 joint venture named Wells-Eastern Asia Displays (WEA) to manufacture
video displays in Malaysia. In addition, the Company owns American Gaming &
Electronics, Inc. (AGE). AGE is a leading parts distributor, service
center and a seller of refurbished gaming machines to the gaming markets
with offices in Las Vegas, Nevada; Egg Harbor Township, New Jersey and
McCook, Illinois. With the addition of the joint venture and acquisition,
the Company has transitioned from a coin-operated amusement supplier to a
key supplier to the gaming industry. Wells-Gardners common stock is
publicly traded on the American Stock Exchange under the symbol WGA. PRODUCTS The Companys primary business is the distribution, design, manufacture,
assembly, service and marketing of electronic components which consist of
video color monitors and liquid crystal displays (LCDs), gaming supplies
and components and the bonding of touch sensors to video monitors. These
video products, gaming parts and services accounted for 100 percent of
revenue in 2003, 2002 and 2001. The Company offers a full line of video monitors, with cathode ray tube
(CRT) sizes ranging from 13 to 39 with horizontal scan frequencies from
15kHz to 80kHz. In addition to providing standardized products, the Company
also customizes electrical and mechanical applications to meet specific
customer requirements and optically bonds touch screen sensors to video
displays to allow interaction with a computer program by touching a video
screen. The Company sells into the following markets: Market
    
    2003
    
    2002
    
    2001Gaming
    
    
    75
    %
    
    
    69
    %
    
    
    60
    %Amusement
    
    
    22
    %
    
    
    29
    %
    
    
    34
    %Other
    
    
    3
    %
    
    
    2
    %
    
    
    6
    %Totals
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 The Company is licensed on a non-exclusive basis under certain patents owned
by RCA Corporation, covering the technical and electrical design of color
display and video monitor chassis. Fees under these licenses, which expire
June 30, 2005, are based on the number of units shipped and amounted to less
than 1% of total 2003, 2002 and 2001 revenues, respectively. Although these
licenses expire in the future, it has been the practice of the Company to
renew such licenses on substantially the same terms. However, failure of the
Company to obtain renewal of any of these licenses could have an adverse
effect on the Companys business and results of operations. Management has
no reason to believe that these licenses will not be renewed as they have
been in the past. MANUFACTURING AND ASSEMBLY The Companys production activities consist primarily of circuit designs,
assembling finished units (and to a limited extent subassemblies), aligning,
testing and optically bonding touch sensors in both its McCook, Illinois
plant and in WEAs plant in Malaysia. The Company manufactures a limited
range of electronic components and therefore relies on outside sources for
the majority of the other required components. A limited number of sources
are available for such electronic components and the other raw materials.
One source supplies the Company with almost all of the




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chassis subassemblies for its two-dimensional color displays. Chassis
subassemblies are contracted offshore, based on custom designs developed by
the Company. As the Company believes is characteristic of other
manufacturers in its industry, it has been confronted with long lead times
and cost pressures. Due to some of these extended lead times, the Company
carries additional inventory of certain critical supply components. MARKETING AND SALES The Company sells products throughout the world. A portion of the Companys
products is sold through James Industries, Inc. under a Sales Representation
Agreement. James Industries, Inc. is headquartered in Inverness, Illinois
and uses the services of regional sub-representative agents and firms. The
Company maintains its own internal sales staff primarily for sales of
products not covered under the Sales Representation Agreement, repair and
service of its products and to support its external sales representative
organization. The Companys business is generally not seasonal. The Company has no unique or unusual practices or policies relating to
working capital items and believes this is consistent with other comparable
companies in its served markets. The Company currently believes that its
future financial requirements can be met with funds generated from operating
activities and from its credit facility during the foreseeable future. The
Companys current credit facility expires June 30, 2006. The Companys largest customer, Aristocrat Leisure Limited, accounted for
21%, 24% and 4% of total revenues in 2003, 2002 and 2001, respectively and
23%, 39% and 6% of total accounts receivable in 2003, 2002 and 2001,
respectively. The Companys backlog was approximately $9.9 million and $9.8 million as of
December 31, 2003 and 2002 respectively. These backlogs represented two to
three months sales. It is the Companys experience that well over 90
percent of its backlog results in revenue recognition and management is not
presently aware of any information that this historical pattern will not be
repeated. No material portion of the Companys business is subject to re-negotiation
of profits or termination of contracts or subcontracts at the election of
any governmental entity. The Companys market for its products and services is highly competitive
with low barriers to entry. During 2003, the Company spent approximately $1,007,000 for product
engineering, research and development costs, compared to $1,067,000 in 2002
and $1,260,000 in 2001. Compliance with federal, state and local provisions which have been enacted
or adopted regulating the discharge of materials into the environment, or
otherwise relating to the protection of the environment, has had no material
effect upon the capital expenditures, earnings and competitive position of
the Company. At December 31, 2003, the Company employed approximately 104 employees at
all its locations. The Company believes its relationship with its employees
is satisfactory. Certain employees at the Companys McCook, Illinois
facility are covered under a collective bargaining agreement, which is filed
as Exhibit 10.13 of this report. The Companys export sales accounted for total revenues of 38%, 42% and 16%
in 2003, 2002 and 2001, respectively, with the majority of these sales being
shipped to Australia and Canada.




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RISK FACTORS RELATED TO OUR BUSINESS AND INDUSTRY Technology changes as required by our customers could limit and impair our
ability to produce products. We are currently dependent on CRT based technology. As we continue to
participate in developing solutions for future technological applications
for our customers such as LCDs, plasma and organic light emitting diode
(OLED), the value added component from us remains a critical issue. The loss of our bank line would severely limit our ability to fund
operations Our current bank line expires June 30, 2006 and requires the Company to
maintain certain financial covenants. The Company fully intends to maintain
compliance with the covenants under its bank line and expects it will be
able to do so. If unsuccessful, the Company would be severely limited in
its ability to fund operations. The loss or interruption of supply from our key suppliers could limit our
ability to manufacture our products. We purchase certain materials and components for our products from various
suppliers, including the Companys joint venture, some of which are located
outside of the U.S. Any loss or interruption of supply from our key
suppliers may require us to find new suppliers. We could experience
production or development delays while we seek new suppliers and could have
difficulty finding new suppliers, which would substantially impair our
operating results and business. Our growth could be impaired if we are not able to continue to develop and
maintain the success of WEA. WEA, the Malaysian joint venture we established in January 2000 with Eastern
Asia Technology Limited of Singapore, is an important part of our plan for
growth. We expect to produce a significant amount of our manufacturing
requirements at WEAs facility in Malaysia. Our growth will depend, in
large part, on the success of WEA. If we are unable to continue to
successfully execute this strategy, we may not be able to grow as expected. Intense competition in our industry could impair our ability to grow and
achieve profitability. We may not be able to compete effectively with current or future
competitors. The market for our products and services is rapidly evolving
and intensely competitive. We expect this competition to further intensify
in the future. Some of our competitors are large companies with greater
financial, marketing and product development resources. In addition, new
competitors may enter our key markets. This may place us at a disadvantage
in responding to our competitors pricing strategies, technological advances
and other initiatives. Our gaming business is heavily regulated and we depend on our ability to
obtain/maintain regulatory approvals. The manufacture and distribution of parts for gaming machines are subject to
extensive federal, state, local and foreign regulations and taxes, and the
governments of the various gaming jurisdictions amend these regulations from
time to time. Virtually all of these jurisdictions require licenses,
permits, documentation of qualification, including evidence of financial
stability, and other forms of approval for manufacturers and distributors of
gaming machines and for their key personnel. The revocation or denial of a
license in a particular jurisdiction could adversely affect our ability to
obtain or maintain licenses in other jurisdictions. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Because we want to provide you with more meaningful and useful information,
this Annual Report includes forward-looking statements that reflect our
current expectations and projections about our future results, performance,
prospects and opportunities. You can find many of these statements by
looking for words such as may, will, expect, anticipate, believe,
intend, estimate and similar expressions. These forward-looking
statements are based on information currently available to us and are
subject to a number of risks, uncertainties and other factors that could
cause our actual results, performance, prospects or opportunities in 2004
and beyond to differ materially from those expressed in, or implied by,
these forward-looking statements. These risks, uncertainties and other
factors include but are not limited to the factors described under the
heading Risk Factors above. We caution you not to place undue reliance on
any forward-looking statements. Except as otherwise required by federal
securities laws, we undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, changed circumstances or any other reason after the date of this
Annual Report.




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Item 2. PROPERTIES The Companys current manufacturing and corporate headquarters is located at
9500 West 55th Street, Suite A, McCook, Illinois. The Companys current
leased McCook facility has approximately 104,000 square feet of floor space.
Not less than 85,000 of the 104,000 square feet of the plant are at any time
dedicated to production. Offices for engineering, sales and administration
are also located at that facility. The plant is in good condition, is well
maintained, and currently has 66% excess production capacity as the Company
currently runs only one shift. The Company also has other smaller leased
facilities to support the operations of AGE in Nevada and New Jersey. 
 Item 3. LEGAL PROCEEDINGS As the Company sells its products and services to a broad customer base,
from time to time it may be named in legal proceedings. The Company
aggressively reviews all claims on a timely basis and in the opinion of
management, any currently pending legal claims against the Company have no
basis and no loss contingency reserves have been established. 
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of the Companys shareholders during the
fourth quarter of 2003. 
 PART II 
 Item 5. MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDERS MATTERS  (a)
    
    The Company did not sell any shares in unregistered transactions in
its 2003 fiscal year.(b)
    
    Not applicable(c)
    
    Not applicable 
 Item 6. SELECTED FINANCIAL DATA The information required by this Item is set forth in Exhibit 13 hereto, the
Companys Annual Report to Shareholders for the year ended December 31,
2003, under the caption Selected Financial Data, which information is
incorporated herein by reference. 
 Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information required by this Item is set forth in Exhibit 13 hereto, the
Companys Annual Report to Shareholders for the year ended December 31,
2003, under the caption Managements Discussion and Analysis of Financial
Condition and Results of Operation section, which information is
incorporated herein by reference. 
 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information required by this Item is set forth in Exhibit 13 hereto, the
Companys Annual Report to Shareholders for the year ended December 31,
2003, under the caption Market and Credit Risks in Managements
Discussion and Analysis of Financial Condition and Results of Operations
section, which information is incorporated herein by reference. 
 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following financial statements together with the notes thereto are set
forth in Exhibit 13 hereto, the Companys Annual Report to Shareholders for
the year ended December 31, 2003, which information is incorporated herein
by reference:  -
    
    Consolidated Balance Sheets as of December 31, 2003 and 2002-
    
    Consolidated Statements of Operations for years ended December 31,
2003, 2002 and 2001-
    
    Consolidated Statements of Shareholders Equity for years ended
December 31, 2003, 2002 and 2001-
    
    Consolidated Statements of Cash Flows for years ended December 31,
2003, 2002 and 2001-
    
    Notes to the Consolidated Financial Statements-
    
    Independent Auditors Reports




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Quarterly financial data for the four quarters ended December 31, 2003 and
2002 are set forth in Exhibit 13 hereto in Note 15 of Notes to the
Consolidated Financial Statements as part of the Companys Annual Report to
Shareholders for the year ended December 31, 2003, which information is
hereby incorporated herein by reference. 
 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On February 24, 2003 Wells-Gardner Electronics Corporation (the Company),
upon an affirmative vote of the Audit Committee of its Board of Directors,
elected not to renew KPMG LLP (KPMG) as its certifying accountants
effective February 24, 2003. The change in certifying accountants was done
exclusively for economic reasons and no other conditions existed which led
to the change. The Company engaged Blackman Kallick Bartelstein LLP as its
certifying accountant following a vote of the Companys Audit Committee. In connection with the audits of the two fiscal years ended December 31,
2002 and the subsequent interim period up through February 24, 2003, there
were no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of KPMG, would have
caused it to make reference to the subject matter of the disagreement. The
audit reports of KPMG on the consolidated financial statements of
Wells-Gardner Electronics Corporation and subsidiary as of and for the years
ended December 31, 2002 and 2001 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles except as follows: KPMGs
report on the consolidated financial statements of Wells-Gardner Electronics
Corporation and subsidiary as of and for the years ended December 31, 2002
and 2001, contained a separate paragraph stating as discussed in Note 2 to
the consolidated financial statements, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets,on January 1, 2002. 
 Item 9A. CONTROLS AND PROCEDURES Management is responsible for establishing and maintaining adequate internal
control over the Companys financial reporting. The Company has established
a Disclosure Committee, which is made up of the Companys Chief Executive
Officer, Chief Financial Officer and other management staff. The Disclosure
Committee conducted an evaluation of the effectiveness of the Companys
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15
within 90 days of filing this report. The Committee meets quarterly to
discuss and review any issues raised during its evaluation period. While
the Company has limited resources and cost constraints, based on that
evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that as of December 31, 2003 the disclosure controls and
procedures are effective in ensuring that all material information required
to be filed in this annual report has been made known to them. During the
quarter ended December 31, 2003, there have been no known significant
changes in internal controls or in other factors that could significantly
affect these controls subsequent to the date of such evaluation. 
 PART III 
 Item 10. DIRECTORS
AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS The information required by this Item is incorporated by reference from the
Election of Directors and Section 16(a) Beneficial Ownership Reporting
Compliance section of the Companys definitive proxy statement to be filed
with the SEC in connection with our 2004 Annual Meeting of Shareholders. EXECUTIVE OFFICERS OF THE REGISTRANT Year First ElectedName
    
    Office
    
    Age
    
    As Executive OfficerAnthony Spier
    
    Chairman of the Board, President
& Chief Executive Officer
    
    
    60
    
    
    
    1994George B. Toma
    
    Vice President of Finance,
Chief Financial Officer, Treasurer
& Corporate Secretary
    
    
    36
    
    
    
    1996
 Each executive officer has served in various executive capacities with the
Company for at least the past five years.




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The Company maintains a Code of Business Conduct & Ethics governing the
behavior of the Companys employees, including its Executive and Corporate
Officers, which is available for review on the Companys website under its
Investor Relations Corporate Governance section. 
 Item 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated by reference under the
captions Summary Compensation Table, Aggregated Option Exercises in 2003
and Option Values at December 31, 2003, Report of Board of Directors on
Compensation and Certain Transactions with Management in the Companys
definitive proxy statement related to its 2004 Annual Meeting. 
 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated by reference under the
caption Securities Beneficially Owned by Principal Shareholders and
Management of the Companys definitive proxy statement related to its 2004
Annual Meeting and in Exhibit 13 hereto, Companys 2003 Annual Report, in
Note 6 of Notes to the Consolidated Financial Statements. 
 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Information required by this Item is incorporated by reference under the
captions Certain Transactions with Management in the Companys definitive
proxy statement related to its 2004 Annual Meeting. 
 Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item is incorporated by reference under the
caption Proposal for Ratification of Appointment of Independent Certified
Public Accountants in the Companys definitive proxy statement related to
its 2004 Annual Meeting. 
 PART IV 
 Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) The following financial statements required by Part II, Item 8 of
this annual report and filed as Exhibit 13 hereto:  -
    
    Consolidated Balance Sheets as of December 31, 2003 and 2002-
    
    Consolidated Statements of Operations for years ended December 31,
2003, 2002 and 2001-
    
    Consolidated Statements of Shareholders Equity for years ended
December 31, 2003, 2002 and 2001-
    
    Consolidated Statements of Cash Flows for years ended December 31,
2003, 2002 and 2001-
    
    Notes to the Consolidated Financial Statements-
    
    Independent Auditors Reports (2) A financial statement schedule regarding valuation and qualifying
accounts and reserves is set forth following the signature page of this
Report. (3) The following exhibits are incorporated by reference or filed herewith:  3.1
    
    Articles of Incorporation of the Company, as amended, filed as Exhibit
3.1 of the Companys Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.3.2
    
    By-Laws of the Company, as amended, filed as Exhibit 3.3 of the
Companys Form 10-Q dated April 28, 2003 and incorporated herein by
reference.10.1
    
    Employment Agreement dated February 29, 1996 between the Company and
Anthony Spier, as amended, filed as Exhibit 10.1 of the Companys
Annual Report on Form 10-K for the year ended December 31, 1995 and
incorporated herein by reference.10.2
    
    Wells-Gardner Electronics Corporation Employee 401K Plan dated January
1, 1990, as amended, filed as Exhibit 10.10 of the Companys Annual
Report on Form 10-K for the year ended December 31, 1993 and
incorporated herein by reference.




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10.3
    
    Wells-Gardner Electronics Corporation 1996 Nonemployee Director Plan
filed as Annex A to the Companys Proxy Statement for the Annual
Meeting of Shareholders to be held on April 23, 1996 and incorporated
herein by reference.10.4
    
    Wells-Gardner Electronics Corporation Amended and Restated Incentive
Stock Plan, as amended and filed as Exhibit 4.1 of the Companys Form
S-8, dated August 21, 1998 and incorporated herein by reference.10.5
    
    Amended and Restated Sales Representative Agreement dated December 9,
1998, filed as Exhibit 10.1 of the Companys Form 10-Q dated November
10, 1999 and incorporated herein by reference.10.6
    
    Voting Rights Agreement dated December 9, 1998, as amended, among the
Company, Anthony Spier, John R. Blouin, James J. Roberts, Jr. and James
Industries, Inc., filed as Exhibit 10.1 of the Companys Form 10-Q
dated April 28, 2003 and incorporated herein by reference.10.7
    
    Acquisition of Certain Assets of American Gaming and Electronics dated
January 12, 2000, filed as Exhibits 2.1, 2.2 and 2.3 on Form 8-K, dated
January 27, 2000 and incorporated herein by reference.10.8
    
    Executive Stock Award Plan, filed as Exhibits 4.1 and 4.2 of the
Companys Form S-8, dated May 12, 2000 and incorporated by reference.10.9
    
    Credit Agreement dated June 30, 2003, between LaSalle Bank National
Association and the Company, filed as Exhibits 10.1 of the Companys
Form 10-Q dated August 11, 2003 and incorporated herein by reference.10.10
    
    License Agreement dated July 1, 2000, between the Company and RCA
Corporation, as amended, filed as Exhibit 10.10 of the Companys Annual
Report on Form 10-K for the year ended December 31, 2000 and
incorporated herein by reference.10.11
    
    Separation Agreement and General Release between the Company and Mark
Komorowski, filed as Exhibit 10.1 of the Companys Form 10-Q dated
August 9, 2002 and incorporated herein by reference.10.12
    
    Sales Representation Agreement between the Company and Mark
Komorowski filed as Exhibit 10.2 of the Companys Form 10-Q dated
August 9, 2002 and incorporated herein by reference.10.13
    
    Agreement dated November 21, 2003, between the Company and Local
1031, I.B.E.W., AFL-CIO.10.14
    
    Audited financial statements of the Companys joint venture,
Wells-Eastern Asia Displays (m) Sdn. Bhd. for the year ended December
31, 2003.13.0
    
    Companys Annual Report to Shareholders for the year ended December
31, 2003.23.0
    
    Consent of Blackman Kallick Bartelstein LLP23.1
    
    Consent of KPMG LLP31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232.1
    
    Statement of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K: On October 30, 2003, the Company filed Form
8-K disclosing the issuance of a press release announcing its financial
results for the third quarter and first nine months of fiscal 2003.




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized. WELLS-GARDNER ELECTRONICS CORPORATION By:
    /s/ ANTHONY SPIER
Anthony Spier
    
    Chairman of the Board, President
& Chief Executive Officer
    
    March 5, 2004/s/ GEORGE B. TOMA

George B. Toma
    
    Vice President of Finance,
Chief Financial Officer, Treasurer
& Corporate Secretary
    
    March 5, 2004
 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated. Signature
    
    Title
    
    Date/s/ ANTHONY SPIER
Anthony Spier
    
    Chairman of the Board, President
& Chief Executive Officer
    
    March 5, 2004/s/ MARSHALL L. BURMAN

Marshall L. Burman
    
    Director
    
    March 5, 2004/s/ JERRY KALOV
Jerry Kalov
    
    Director
    
    March 5, 2004/s/ FRANK R. MARTIN

Frank R. Martin
    
    Director
    
    March 5, 2004




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FINANCIAL SCHEDULE Schedules not included with this additional financial data have been omitted
because they are not applicable or the required information is shown in the
financial statements or notes thereto. SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS (in $000s) Year Ended December 31,2003
    
    2002
    
    2001ALLOWANCE FOR DOUBTFUL ACCOUNTS:Beginning balance
    
    $
    147
    
    
    $
    130
    
    
    $
    70Additions charged to expense
    
    $
    31
    
    
    $
    123
    
    
    $
    134Deductions
    
    $
    (32
    )
    
    $
    (106
    )
    
    $
    (74
    )Balance at end of year
    
    $
    146
    
    
    $
    147
    
    
    $
    130INVENTORY OBSOLESCENCE RESERVE:Beginning balance
    
    $
    385
    
    
    $
    396
    
    
    $
    368Additions charged to expense
    
    $
    334
    
    
    $
    268
    
    
    $
    549Deductions
    
    $
    (526
    )
    
    $
    (279
    )
    
    $
    (521
    )Balance at end of year
    
    $
    193
    
    
    $
    385
    
    
    $
    396