CIRCUIT RESEARCH LABS INC
10QSB, 1996-05-14
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C.  20549

                                    FORM 10-QSB

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

                          For Quarter Ended March 31, 1996
                           Commission File Number 0-11353

                            CIRCUIT RESEARCH LABS, INC.
               (Exact name of registrant as specified in its charter)

         Arizona                                                86-0344671
          (State or other jurisdiction of                (I.R.S. Employer
          incorporation or organization)              Identification No.)

             2522 West Geneva Drive, Tempe, Arizona              85282 
         (Address of Principal executive office)                 (Zip Code)


                           Registrant's telephone number,
                                including area code
                                   (602) 438-0888

                                    172743 20 5
                                   (CUSIP Number)

       Indicate by  check mark  whether  the registrant  (1)  has filed  all
       reports required to be filed by Section 13 or 15(d) of the Securities
       Exchange Act of  1934 during  the preceding  12 months  (or for  such
       shorter  period  that  the  registrant  was  required  to  file  such
       reports), and (2)  has been subject  to such filing  requirements for
       the past 90 days.

                  YES    X                           NO          

       Indicate the number  of shares  outstanding of  each of the  issuer's
       classes of common  stock, as of  the close of  the period  covered by
       this report.

                                              Outstanding at
                  Class                       March 31, 1996

             Common stock, $.10 par value      597,682

<PAGE>

                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES


                                       INDEX

                                                              Page


       Part I.  FINANCIAL INFORMATION:
<TABLE>
<CAPTION>


          <S>                                               <C>
          Item 1. Financial Statements

               Consolidated Condensed Balance Sheets
                March 31, 1996 (Unaudited) and
                December 31, 1995                             3

               Consolidated Condensed Statements of
                Operations - Three months ended
                March 31, 1996 and 1995 (Unaudited)           5

               Consolidated Condensed Statements of Cash
                Flows - Three months ended March 31, 1996

                and 1995 (Unaudited)                          6

          Item 2. Management's Discussion and Analysis
                of Financial Condition and Results
                of Operations                                 7


       Part II. OTHER INFORMATION:

          Item 6.  Exhibits and Reports on Form 8-K           9

          Signatures                                         10
</TABLE>
<PAGE>1



                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES



       The Consolidated Condensed Financial Statements  included herein have
       been prepared by the Company pursuant to the rules and regulations of
       the Securities and Exchange  Commission.  The  Consolidated Condensed
       Balance Sheet as  of March  31, 1996  and the Consolidated  Condensed
       Statements of Operations  for the three  months ended March  31, 1996
       and 1995 and the Consolidated Condensed Statements of  Cash Flows for
       the three months  ended March  31, 1996 and  1995 have  been prepared
       without audit.

       Certain  information  and  note  disclosures   normally  included  in
       financial statements prepared  in accordance with  generally accepted
       accounting principles have been condensed or omitted pursuant to such
       rules  and  regulations,  although  the  Company  believes  that  the
       disclosures are  adequate  to  make  the  information  presented  not
       misleading.   It  is  suggested  that  these  Consolidated  Condensed
       Financial Statements  be read  in conjunction  with the  consolidated
       financial statements  and  notes thereto  included  in the  Company's
       Annual Report for the year ended December 31, 1995.

       In the opinion  of management,  the Consolidated Condensed  Financial
       Statements for the unaudited interim periods presented herein include
       all adjustments,  consisting only  of  normal recurring  adjustments,
       necessary to present  a fair statement  of the results  of operations
       for such  interim periods.   Net  operating results  for any  interim
       period may not be comparable  to the same interim period  in previous
       years, nor necessarily indicative of the results that may be expected
       for the full year.

<PAGE>2



                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                       CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                      March 31,  December 31
                                                        1996       1995     
                                                      (Unaudited)
       ASSETS

       <S>                                          <C>          <C>
       CURRENT ASSETS:
           Cash and cash equivalents                  $107,155     $ 25,974
           Securities available-for-sale               293,509      297,667
           Accounts receivable, less allowance for 
             doubtful accounts of $16,520              138,690      162,242

           Inventories:
             Raw materials and supplies                429,983      437,368
             Work in process                           171,343      169,640
             Finished goods                            208,530      229,620

             Total inventories                         809,856      836,628

           Prepaid expenses and other                   79,821       67,243

             Total current assets                    1,429,031    1,389,754


       PROPERTY, PLANT AND EQUIPMENT:
           Land                                        130,869      130,869
           Building and improvements                   497,004      497,004
           Furniture and fixtures                      383,523      383,523
           Machinery and equipment                     602,238      564,734
                                                      
                     Total                           1,613,634    1,576,130
           Less accumulated depreciation             1,000,848      981,978

             Property, plant and equipment - net       612,786      594,152

       OTHER ASSETS - NET                              163,783      164,683

       STOCKHOLDER NOTES RECEIVABLE                                   1,081

       TOTAL                                        $2,205,600   $2,149,670
</TABLE>

                                                     (continued)
<PAGE>3


                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                       CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     March 31,  December 31,
                                                           1996         1995   
           
           (Unaudited)
       LIABILITIES AND STOCKHOLDERS' EQUITY

       <S>                                          <C>          <C>

       CURRENT LIABILITIES:
           Accounts payable                           $114,435    $  91,401
           Accrued salaries and benefits                21,878       58,004
           Accrued professional fees                    11,308       27,405
           Accrued customer deposits                   168,072       99,818
           Other accrued expenses and liabilities       39,540       26,210
           Long-term debt - current portion             19,385       19,136

           Total current liabilities                   374,618      321,974


       LONG-TERM DEBT - LESS CURRENT PORTION           125,418      138,458


       STOCKHOLDERS' EQUITY:
           Preferred stock, $100 par value - 
             authorized 500,000 shares, none issued
           Common stock, $.10 par value - authorized
             20,000,000 shares, 597,682 shares issued
              and outstanding                           59,768       59,768
           Additional paid-in capital                1,247,240    1,247,240
           Retained earnings                           398,556      377,324
           Unrealized appreciation on securities 
              available-for sale                                      4,906


           Total stockholders' equity                1,705,564    1,689,238

       TOTAL                                         $2,205,60   $2,149,670
</TABLE>
<PAGE>4

                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                    (Unaudited)
<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                              March 31,
                                                         1996         1995  

       <S>                                             <C>         <C>
       NET SALES                                       $607,264    $537,185

       COST OF GOODS SOLD                               216,343     178,558

          Gross profit                                  390,921     358,627

       OPERATING EXPENSES:
          Selling, general and administrative           275,358     246,484
          Research and development                       92,299     106,733

          Total operating expenses                      367,657     353,217

       INCOME FROM OPERATIONS                            23,264       5,410

       OTHER INCOME (EXPENSE):

          Interest and other income                       5,005       6,006
          Interest expense                               (7,037)     (7,333)

          Total other income (expense)                   (2,032)     (1,327)

       INCOME  BEFORE INCOME TAXES                       21,232       4,083

       INCOME TAX EXPENSE                                            (1,600)

       NET  INCOME                                      $21,232    $  2,483

       EARNINGS  PER COMMON SHARE                          $.04       $.00

       WEIGHTED AVERAGE NUMBER OF
          COMMON SHARES  OUTSTANDING                    597,682      597,682

</TABLE>
<PAGE>5

                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                   CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
                                                         Three Months Ended
                                                             March 31,
                                                           1996      1995  
<TABLE>
<CAPTION>
       OPERATING  ACTIVITIES:

       <S>                                             <C>        <C>
       NET  INCOME                                     $ 21,232   $   2,483
       ADJUSTMENTS TO RECONCILE NET INCOME TO NET
       CASH PROVIDED BY  OPERATING ACTIVITIES:

          Depreciation and amortization                  21,595      22,239
          Deferred income taxes                                       1,600
          Changes in assets and liabilities:
             Accounts receivable                         23,552      31,181
             Inventories                                 26,772     (12,582)
             Prepaid expenses and other                 (12,578)        753
             Other assets                                (1,825)       (997)
             Accounts payable, accrued expenses and
             customer deposits                           52,395       1,212

       NET CASH PROVIDED BY OPERATING ACTIVITIES         131,143     45,889

       INVESTING ACTIVITIES:

          Purchase of securities                                    (74,318)
          Proceeds from sale or maturity of securities               74,008
          Capital expenditures                          (37,504)     (8,800)
          Payments received on stockholders' notes        1,081       3,381

       NET CASH USED IN 
          INVESTING ACTIVITIES                          (36,423)     (5,729)

       FINANCING ACTIVITIES:
          Principal payments on  long-term debt         (13,539)     (1,706)

       NET INCREASE IN CASH AND CASH EQUIVALENTS         81,181      38,454


       CASH AND CASH EQUIVALENTS
          AT BEGINNING OF PERIOD                         25,974     122,217

       CASH AND CASH EQUIVALENTS
          AT END OF PERIOD                             $107,155    $160,671

       SUPPLEMENTAL CASH FLOW INFORMATION
          Cash paid for interest                         $7,037      $7,333
</TABLE>
<PAGE>6


                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS


             Financial Condition 

             The Company had net working capital of $1,054,000 and the ratio
       of current assets to current  liabilities was 3.81 to 1  at March 31,
       1996.  At December 31,  1995, the Company had net  working capital of
       $1,067,800 and a current ratio of 4.32 to 1.

             Total inventories of $809,900 at March 31, 1996 were comparable
       to total inventories of $836,600 at December 31, 1995.

             The Company's credit line  of $200,000 was not  utilized during
       the quarter, and at March  31, 1996 had no outstanding  balance.  The
       credit agreement expires on   July 1, 1996, and is  collateralized by
       accounts receivable and inventories, and bears interest at prime plus
       1%.  Management does not  contemplate usage of the line  for anything
       other than  offsetting  investment  maturity  timing  and  cash  flow
       management.

             The Financial Accounting Standards Board ("FASB") issued
       Statement of Financial Accounting Standards ("SFAS") No. 115 in May
       1993 establishing certain new financial accounting and reporting
       standards for  investments in debt and equity securities.  SFAS No.  
       115 requires the classification of securities at acquisition into one
       of three categories: held-to-maturity, available-for-sale or trading
       -- with different reporting requirements for each classification.
       All of the Company's marketable securities are classified as
       available-for-sale.  

             The Company adopted SFAS No. 115 as of January 1, 1995.  At
       December 31, 1995, the unrealized appreciation on securities
       available-for -sale was $4,900.  The estimated fair value of the
       Company's securities approximates cost at March 31, 1996.


<PAGE>7

                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS


             Results of Operations

             Net sales for  the first quarter  of 1996 totaled  $607,300 and
       were 13% higher than the first quarter sales in 1995 of $537,000. The
       increase was due to the  first shipments of CRL's  digital processor,
       the DP100.

             Cost of goods sold was 36%  of net sales for the  first quarter
       ended March 31, 1996 compared to 33% for the same  period in 1995 and
       illustrates that production costs were comparable to the prior year's
       period.

             Selling, general and  administrative expenses were  $275,400 in
       the  first  quarter  of   1996  compared  to  selling,   general  and
       administrative expenses of  $246,500 for the  first quarter  of 1995.
       The increase of $28,900 in  1996 is the result of  increased costs in
       international sales and marketing.  

             Research and development expense  in the first quarter  of 1996
       totaled $92,300, and was comparable  to the 1995 first  quarter total
       of $106,700. 

             Interest and other  income of $5,000  for the first  quarter of
       1996 was comparable to $6,000 for the first quarter of 1995.

             Interest  expense  consisted  of  the  interest   cost  on  the
       long-term mortgage  collateralized    by the  Company's  headquarters
       facility.

             The Company's income tax  provision for the three  months ended
       March 31, 1996 is offset by the partial reversal  of the deferred tax
       valuation allowance recorded at December 31, 1995.

             Net income for the first quarter was $21,200 as compared to net
       income of $2,500 for the first quarter of 1995.

<PAGE>8

                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES


                              II. OTHER INFORMATION


             Item 6.  Exhibits and Reports on Form 8-K

             (a) Exhibits included herein - None.

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

<PAGE>9


                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES



                                     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 hereunto duly authorized.




                                               Registrant

                                               CIRCUIT RESEARCH LABS, INC.

                                               DATE:  MAY 14, 1996
                                               BY /s/Gary D. Clarkson       
                                               Gary D. Clarkson

                                               Treasurer (Authorized Officer
                                               for signature)

<PAGE>9


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         107,155
<SECURITIES>                                   293,509
<RECEIVABLES>                                  155,210
<ALLOWANCES>                                    16,520
<INVENTORY>                                    809,856
<CURRENT-ASSETS>                             1,429,031
<PP&E>                                       1,613,634
<DEPRECIATION>                               1,000,848
<TOTAL-ASSETS>                               2,205,600
<CURRENT-LIABILITIES>                          374,618
<BONDS>                                        125,418
                                0
                                          0
<COMMON>                                        59,768
<OTHER-SE>                                   1,645,796
<TOTAL-LIABILITY-AND-EQUITY>                 2,205,600
<SALES>                                        607,264
<TOTAL-REVENUES>                               612,269
<CGS>                                          216,343
<TOTAL-COSTS>                                  584,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               7,037
<INCOME-PRETAX>                                 21,232
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             21,232
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    21,232
<EPS-PRIMARY>                                      .04
<EPS-DILUTED>                                      .04
        

</TABLE>


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