CIRCUIT RESEARCH LABS INC
10QSB, 1996-08-20
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 June 30, 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                       June 30, 1996
             Common stock, $.10 par value      597,682<PAGE>
<PAGE>

                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES


                                      INDEX

                                                              Page
                                                             number



       Part I.  FINANCIAL INFORMATION:
<TABLE>
<CAPTION>
          <S>                                                 <C>
          Item 1. Financial Statements

               Consolidated Condensed Balance Sheets
                June 30, 1996 (Unaudited) and
                December 31, 1995                             3

               Consolidated Condensed Statements of
                Operations - Three and six months ended
                June 30, 1996 and 1995 (Unaudited)            5

               Consolidated Condensed Statements of Cash
                Flows - Six months ended June 30, 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
                                       Page 1<PAGE>

                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                         PART I.   FINANCIAL INFORMATION

       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  June 30, 1996  and the
       Consolidated Condensed  Statements of Operations for the  three and
       six  months ended  June  30, 1996  and  1995  and the  Consolidated
       Condensed Statements  of Cash Flows for  the six months  ended June
       30, 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.  Certain reclassifications
       have  been made  to the  financial  statements for  the six  months
       ended June  30, 1996  to conform  to the  statement classifications
       used in the second quarter.   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
                                       Page 2<PAGE>

                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                   June 30,  December 31,
                                                     1996        1995     
                                                         (Unaudited)

       ASSETS
       <S>                                          <C>        <C>
       CURRENT ASSETS:
           Cash and cash equivalents                  $ 75,732   $ 25,974
           Securities available-for-sale               193,691    297,667
           Accounts receivable, less allowance for 

             doubtful accounts of $16,520              140,128    162,242

           Inventories:
             Raw materials and supplies                380,595    437,368
             Work in process                           325,955    169,640
             Finished goods                            208,363    229,620

             Total inventories                         914,913    836,628

           Prepaid expenses and other                   71,263     67,243

             Total current assets                    1,395,727  1,389,754


       PROPERTY, PLANT AND EQUIPMENT:
           Land                                        130,869    130,869
           Building and improvements                   497,004    497,004
           Furniture and fixtures                      388,522    383,523
           Machinery and equipment                     605,025    564,734

           Total                                     1,621,420  1,576,130
           Less accumulated depreciation             1,019,080    981,978

             Property, plant and equipment - net       602,340    594,152



       OTHER ASSETS - NET                              158,845    164,683

       STOCKHOLDER NOTES RECEIVABLE                                 1,081

       TOTAL                                        $2,156,912 $2,149,670

</TABLE>
                                                        (continued)

<PAGE>3

                                       Page 3<PAGE>

                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                   June  30, December 31,
                                                     1996        1995    
                                                        (Unaudited)
       <S>                                          <C>        <C>
       LIABILITIES AND STOCKHOLDERS' EQUITY

       CURRENT LIABILITIES:
           Accounts payable                         $   89,671$    91,401
           Accrued salaries and benefits                48,274     58,004
           Accrued professional fees                     7,729     27,405
           Accrued customer deposits                    84,319     99,818
           Other accrued expenses and liabilities       47,580     26,210
           Long-term debt - current portion             19,663     19,136

           Total current liabilities                   297,236    321,974

       LONG-TERM DEBT - LESS CURRENT PORTION           123,142    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                           429,526    377,324
           Unrealized appreciation on securities
           available-for sale                                       4,906

           Total stockholders' equity                1,736,534  1,689,238


       TOTAL                                        $2,156,912 $2,149,670

</TABLE>
<PAGE>4
                                       Page 4<PAGE>

                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

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

                                   Three Months Ended  Six Months ended
                                         June 30,         June 30,
                                     1996      1995       1996    1995

       <S>                         <C>       <C>      <C>         <C>
       NET SALES                   $599,761  $422,865 $1,238,292 $960,050

       COST OF GOODS SOLD           245,301   138,940   505,585   317,498


       Gross profit                 354,460   283,925   732,707   642,552

       OPERATING EXPENSES:
           Selling, general and 
           administrative           261,282   249,682   523,966   496,166
           Research and development  60,369    94,541   152,668   201,274

           Total operating expenses 321,651   344,223   676,634   697,440


       INCOME (LOSS) FROM OPERATIONS 32,809   (60,298)   56,073   (54,888)


       OTHER INCOME (EXPENSE):
           Interest and other income  3,461     7,167     8,466    13,173
           Interest expense          (5,250)   (3,730)  (12,287)  (11,063)

           Total other (expense) 
           income                    (1,789)    3,437    (3,821)    2,110

       INCOME (LOSS) BEFORE INCOME 
       TAXES                         31,020   (56,861)   52,252   (52,778)

       INCOME TAX  EXPENSE (BENEFIT)     50    (9,600)       50    (8,000)


       NET INCOME (LOSS)           $ 30,970  $(47,261)$  52,202  $(44,778)


       INCOME (LOSS) PER COMMON
       SHARE                           $.05     $(.08)      $.09    $(07)


       WEIGHTED AVERAGE NUMBER OF
       COMMON SHARES OUTSTANDING    597,682   597,682    597,682  597,682
</TABLE>
<PAGE>5            
                                       Page 5<PAGE>

                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES



                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     Six Months Ended
                                                         June 30,
                                                      1996       1995  
       <S>                                         <C>         <C>
       OPERATING  ACTIVITIES:
       NET  INCOME                                 $  52,202   $(44,778)
       ADJUSTMENTS TO RECONCILE NET INCOME TO NET

       CASH USED IN OPERATING ACTIVITIES:
          Depreciation and amortization               42,508     43,890
          Changes in assets and liabilities:
             Accounts receivable                      22,114     61,269
             Income taxes receivable                            ( 8,000)
             Inventories                            (123,575)   (34,359)
             Prepaid expenses and other assets       ( 3,588)   (18,526) 
             Accounts payable, accrued expenses 
             and customer deposits                   (25,265)    (2,852)

       NET CASH USED IN OPERATING ACTIVITIES         (35,604)   ( 3,356) 

       INVESTING ACTIVITIES:

          Purchase of securities                     (75,000)   (74,318)
          Proceeds from sale or maturity of 
          securities                                 174,070    146,712
          Capital expenditures                                  (20,840)
          Payments received on stockholders' notes     1,081      3,381

       NET CASH PROVIDED BY INVESTING ACTIVITIES     100,151     54,935

       FINANCING ACTIVITIES:
          Principal payments on  long-term debt      (14,789)    (3,466)

       NET INCREASE IN CASH AND CASH EQUIVALENTS      49,758     48,113

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

       CASH AND CASH EQUIVALENTS
          AT END OF PERIOD                          $ 75,732   $170,330

       SUPPLEMENTAL CASH FLOW INFORMATION
          Cash paid for interest                     $12,288    $11,063

          Test equipment transferred from Inventories
          to Engineering Equipment                    $45,290
</TABLE>
<PAGE>6                                                                       

                                       Page 6<PAGE>

                    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 $1,098,000 and  the
       ratio of  current assets to  current liabilities  was 4.70 to  1 at
       June 30, 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  $914,900 at June 30, 1996  were $78,300
       higher than  total inventories  of $836,600  at December  31, 1995.
       The  increase in  work in  process  and decrease  in raw  materials
       inventories are due to production runs for the DP100 and SC100.

             The  Company's  credit  line of  $200,000  was  not  utilized
       during  the  quarter, and  at  June  30,  1996 had  no  outstanding
       balance.  The credit agreement expired on   July 1, 1996, and since
       it had not been used, the Company  did not pursue its renewal.  The
       Company  believes its  future liquidity   needs  will be  met by  a
       combination  of  cash  generated  from  operating  activities,  the
       reduction of investments, and existing cash balances.

             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 June 30, 1996.

<PAGE>7
                                       Page 7<PAGE>

                    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  second quarter  of 1996 totaled  $599,800
       and  were 42%  higher  than the  second quarter  sales  in 1995  of
       $422,900. Of the total increase, 62%  was due to shipments of CRL's
       digital processor, the  DP100, and CRL's RBDS unit,  the SC100, and
       38%  was due  to  increased international  demand  for CRL's  other
       products.

             Cost  of goods  sold  was 41%  of net  sales  for the  second
       quarter ended June 30, 1996 compared to  33% for the same period in
       1995.  The increase  is the  result  of the  expected lower  profit
       margins in  the Desert  Assemblies division.  The profit  margin on
       CRL's  main product  lines for the  second quarter  ended June  30,
       1996 was 67% which was consistent with the same period of 1995.

             Selling,  general and administrative  expenses were  $261,300
       in  the second  quarter of 1996  compared to  selling, general  and
       administrative  expenses  of $249,700  for  the second  quarter  of
       1995.  The increase  was due primarily  to increased  international
       marketing costs.  

             Research  and development expense  in the  second quarter  of
       1996 totaled  $60,400, and was $34,100  lower compared to  the 1995
       second quarter  total of $94,500.   The  decrease was due  to lower
       developmental cost  on the new product  lines and lower  labor cost
       resulting from not having contract engineers on staff.   

             Total other expense of $1,800 for  the second quarter of 1996
       was $5,200 less than other income  of $3,400 for the second quarter
       of  1995.   The  decrease was  due to  lower  interest income  from
       investments.  

             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 and  six
       months ended  June 30, 1996  is offset  by the partial  reversal of
       the  deferred  tax valuation  allowance  recorded at  December  31,
       1995.

             Net income for the second quarter  was $31,000 as compared to
       a net loss of $47,300 for the second quarter of 1995.

<PAGE>8

                                       Page 8<PAGE>

                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES


                            II. OTHER INFORMATION

             Item  4. Submission   of  matters to  a  vote of  security
                      holders

             (a)  The Company's Annual Meeting, May 3, 1996

             (b)  Meeting involved the election of Directors:

                  Mr. Ronald R. Jones
                  Mr. Gary D. Clarkson
                  Mr. Erle M. Constable
                  Mr. Carl E. Matthusen
                  Mr. Gary Hamker

                  Votes for          550,587
                  Votes against        -0-
                  Abstaining          1,582

                  All of the above were renominated and reelected.

             (c)  Approval of Deloitte &  Touche LLP as  the Company's
                  independent auditors by the following vote:
                
                  Votes for          551,131
                  Votes against           438
                  Abstaining              662
                    
             Item 6.  Exhibits and Reports on Form 8-K

             (a) Exhibits included herein - None.

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

<PAGE>9
                                       Page 9<PAGE>

                    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:  August, 1996
                                               BY /s/Gary D. Clarkson    
          
                                               Gary D. Clarkson
                                               Treasurer (Authorized 
                                               Officer for signature)


<PAGE>10

                                       Page 10<PAGE>


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          75,732
<SECURITIES>                                   193,691
<RECEIVABLES>                                  156,648
<ALLOWANCES>                                    16,520
<INVENTORY>                                    914,913
<CURRENT-ASSETS>                             1,395,727
<PP&E>                                       1,621,420
<DEPRECIATION>                               1,019,080
<TOTAL-ASSETS>                               2,156,912
<CURRENT-LIABILITIES>                          297,236
<BONDS>                                        123,142
                                0
                                          0
<COMMON>                                        59,768
<OTHER-SE>                                   1,676,766
<TOTAL-LIABILITY-AND-EQUITY>                 2,156,912
<SALES>                                      1,238,292
<TOTAL-REVENUES>                             1,246,758
<CGS>                                          505,585
<TOTAL-COSTS>                                1,182,219
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              12,287
<INCOME-PRETAX>                                 52,252
<INCOME-TAX>                                        50
<INCOME-CONTINUING>                             52,202
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    52,202
<EPS-PRIMARY>                                      .09
<EPS-DILUTED>                                      .09
        

</TABLE>


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