UNITED STATES 		 SECURITIES AND EXCHANGE COMMISSION 			 Washington, DC 20549 				 FORM 10-Q 	 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 		 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 Commission file number 0-4479 			 THE OHIO ART COMPANY 	 (Exact name of registrant as specified in its charter) 	 Ohio 34-4319140 (State of Incorporation) (I.R.S. Employer Identification No.) 		 P.O. Box 111, Bryan, Ohio 43506 		(Address of Principal Executive Offices) Registrant's telephone number, including area code: (419) 636-3141 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 			 Yes __X__ No _____ At April 30, 1997 there were 910,586 shares outstanding of the Company's Common Stock at $1.00 par value. 							 Page 1 of 9 							 FORM 10-Q PART I - FINANCIAL INFORMATION 		 THE OHIO ART COMPANY AND SUBSIDIARIES 	 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 				(UNAUDITED) 						 Three Months Ended 							 March 31 						 ------------------ 						 1997 1996 						 ------- ------- 						 (In thousands, except 						 per share data) Net Sales $ 6,111 $ 5,321 Other Income 177 185 						 ------- ------- 						 6,288 5,506 Costs and Expenses: Cost of products sold 5,380 4,933 Selling, administrative and general 2,631 2,751 Interest 158 28 						 ------- ------- 						 8,169 7,712 						 ------- ------- LOSS BEFORE INCOME TAXES (1,881) (2,206) Income Tax Credit (658) (772) 						 ------- ------- NET LOSS $(1,223) $(1,434) 						 ======= ======= Net Loss Per Share (Note 3) $ (1.34) $ (1.55) Dividends Per Share (Note 3) $ .08 $ .13 Average Shares Outstanding (Note 3) 914 924 <FN> See notes to condensed consolidated unaudited financial statements. </FN> 							 Page 2 of 9 							 FORM 10-Q 		THE OHIO ART COMPANY AND SUBSIDIARIES 		CONDENSED CONSOLIDATED BALANCE SHEETS 						 March 31 December 31 						 1997 1996 						 -------- -------- 						 (Unaudited) (Note) 						 (Thousands of dollars) ASSETS Current Assets Cash (Overdraft) $ (106) $ 1,078 Accounts receivable less allowance (1997 - $411; 1996 - $365) 5,403 6,222 Inventories - Note 2 On first-in, first-out cost method: 	Finished products 4,501 3,997 	Products in process 537 393 	Raw materials 2,705 2,329 Less: Adjustment to reduce inventories 	to last-in, first-out cost method (2,444) (2,429) 						 ------- ------- 						 5,299 4,290 Recoverable income taxes 1,378 711 Prepaid expenses 1,011 1,043 Deferred federal income taxes 692 692 						 ------- ------- 	Total Current Assets 13,677 14,036 Property, Plant and Equipment Cost 34,493 33,641 Less allowances for depreciation (22,610) 22,176 						 ------- ------- 						 11,883 11,465 Other Assets 1,767 1,762 Goodwill 815 820 						 ------- ------- 						 $28,142 $28,083 						 ======= ======= <FN> See notes to condensed consolidated unaudited financial statements. NOTE: The balance sheet at December 31, 1996 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. </FN> 							 Page 3 of 9 							 FORM 10-Q 		THE OHIO ART COMPANY AND SUBSIDIARIES 		CONDENSED CONSOLIDATED BALANCE SHEETS 						 March 31 December 31 						 1997 1996 						 -------- -------- 						 (Unaudited) (Note) 						 (Thousands of dollars) LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 3,174 $ 3,169 Other current liabilities 1,456 1,751 						 ------- ------- Total Current Liabilities 4,630 4,920 Deferred Federal Income Taxes 733 733 Long-Term Obligations 10,170 8,375 Stockholders' Equity (Note 3) Common Stock, par value $1.00 per share: Authorized: 1,935,552 shares Outstanding: 1997-910,586; 1996-922,277 	shares (excluding treasury shares of 	49,174 and 37,483 respectively) 911 922 Additional paid-in capital 217 225 Retained earnings 11,481 12,908 						 ------- ------- 						 12,609 14,055 						 ------- ------- 						 $28,142 $28,083 						 ======= ======= <FN> See notes to condensed consolidated unaudited financial statements NOTE: The balance sheet at December 31, 1996 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. </FN> 							 Page 4 of 9 							 FORM 10-Q 		THE OHIO ART COMPANY AND SUBSIDIARIES 	 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 			 (UNAUDITED) 						 Three Months Ended 							March 31 						 ------------------ 						 1997 1996 						 ------- ------- 						 (Thousands of dollars) Operating Activities Net loss $(1,223) $(1,434) Adjustments to reconcile net loss to net cash used in operating activities: Provision for depreciation and amortization 434 287 Changes in accounts receivable, inventories, 	prepaid expenses, other assets, accounts 	payable, and other liabilities (1,120) (1,606) 						 ------- ------- 	 NET CASH USED IN OPERATING ACTIVITIES (1,909) (2,753) Investing Activities Purchase of plant and equipment, less net book value of disposals (852) (1,867) 						 ------- ------- 	 NET CASH USED IN INVESTING ACTIVITIES (852) (1,867) Financing Activities Borrowings 2,400 2,300 Payments of debt (600) -0- Purchase of common stock (187) (497) Cash dividends (36) (122) 						 ------- ------- 	 NET CASH PROVIDED BY 	 FINANCING ACTIVITIES 1,577 1,680 						 ------- ------- Cash Decrease during period (1,184) (2,940) At beginning of period 1,078 2,800 						 ------- ------- 	 (OVERDRAFT) AT END OF PERIOD $ (106) $ (140) 						 ======= ======= <FN> See notes to condensed consolidated unaudited financial statements. </FN> 							 Page 5 of 9 							 FORM 10-Q 		THE OHIO ART COMPANY AND SUBSIDIARIES 	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 			 (UNAUDITED) 			 March 31, 1997 Note 1 - Basis of Presentation The accompanying condensed consolidated unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. For further information, refer to the consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended December 31, 1996. All adjustments necessary (consisting of normal adjustments), in the opinion of management, for a fair statement of results for the periods indicated have been made. Due to the seasonal nature of the toy business in which the Company is engaged and the factors set forth in Management's Discussion and Analysis, the results of interim periods are not necessarily indicative of a full calendar year. Note 2 - Inventories The Company takes a physical inventory annually at each location. The amounts shown in the quarterly financial statements have been determined using the Company's standard cost accounting system. An estimate, based on past experience, of the adjustment which may result from the next physical inventory has been included in the financial statements. Inventories are priced at the lower of cost or market under the last-in, first-out (LIFO) cost method. Since inventories under the LIFO method can only be determined at the end of each fiscal year based on quantities and costs at that time, interim inventory valuation must be based on estimates of quantities and costs at year-end. Note 3 - Average Shares Outstanding During 1996 the Company declared a two for one stock split by way of a dividend on all outstanding common stock excepting shares held in the treasury. The Company used 190,000 shares of treasury stock and 280,751 of authorized but previously unissued common stock to effect the dividend. All share (excepting treasury shares) and per share amounts have been retroactively adjusted for the stock split. 							 Page 6 of 9 							 FORM 10-Q 		 MANAGEMENT'S DISCUSSION AND ANALYSIS Unallocated ESOP shares are deducted from outstanding shares of Common Stock to arrive at average shares outstanding. OPERATIONS Net sales for the three months ended March 31, 1997 increased to $6,111,000 from $5,321,000 for the comparable 1996 period. Sales increased approximately 28% in the Domestic toy sector and 9% in the Diversified Products division, while International toy shipments decreased approximately 35%. Domestic toy sales accounted for approximately $660,000 of the total sales dollar increase of $790,000, and was primarily due to an increase in our Etch A Sketchr line of products, classic, travel, pocket, and hot pocket. International toy shipments were down approximately $100,000 while the Diversified Products Division shipments increased approximately $200,000 from the prior year. The Company's business is seasonal, with approximately 60-70% of its sales being made in the last six months of the calendar year in recent years. Because of the seasonality of the Company's business, the dollar order backlog in mid-May is not necessarily indicative of expectations of sales for the full year. Subject to industry practice and comments as detailed in the Registrant's annual Form 10-K for the year ended December 31, 1996, order receipts through May 10 are approximately $21,500,000 versus $12,600,000 for the same period of 1996, or approximately 70% ahead of the prior year. Gross profit margin (percentage) for the first quarter of 1997 (12.0%) increased from the first quarter of 1996 (7.3%) and was primarily due to the increased sales of the Making Creativity Fun!r line of products, which are generally at a higher gross margin than other products. Selling, administrative, and general expenses for the first quarter of 1997 decreased to $2,631,000 from $2,751,000 for the comparable period in 1996. Travel and entertainment accounted for the majority of the decrease as management made a concerted effort to control these expenditures. FINANCIAL CONDITION The Company's current ratio increased from 2.9 to 1 at December 31, 1996 to 3.0 to 1 at March 31, 1997. This change was the result of using cash on hand, cash from the collection of accounts receivable, and the non- current line of credit to finance the buildup of inventories and to finance the loss for the first quarter of 1997, and a reduction in other current liabilities which was due to the reduction of accrued liabilities established at year-end during the first quarter of 1997. 							 Page 7 of 9 							 FORM 10-Q 		 MANAGEMENT'S DISCUSSION AND ANALYSIS PART II - OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K - The Company did not 		file any reports on Form 8-K during the three months ended 		March 31, 1997. The information called for in Items 1, 2, 3, 4, and 5 are not applicable. 							 Page 8 of 9 							 FORM 10-Q 			 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 						 THE OHIO ART COMPANY 						______________________ 						 (Registrant) Date: May 13, 1997 /s/ William C. Killgallon 					 __________________________ 						William C. Killgallon 						Chairman of the Board Date: May 13, 1997 /s/ M. L. Killgallon II 					 ________________________ 						 M. L. Killgallon II 						 President Date: May 13, 1997 /s/ Paul R. McCusty 						______________________ 						 Paul R. McCusty 						Vice President Finance 							 Page 9 of 9