SECURITIES AND EXCHANGE COMMISSION 	Washington, D. C. 20549 	Form 10-Q 	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE 	SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1997 Commission File Number 0-4431 AUTO-GRAPHICS, INC. (exact name of registrant as specified in its charter) California 95-2105641 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3201 Temple Avenue, Pomona, California 91768-3200 (Address of principal executive offices)(zip code) Registrant's telephone number, including area code: (909) 595-7204 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 Total Shares Outstanding: 	Common Stock: 1,093,678 	AUTO-GRAPHICS, INC. 	Form 10-Q 	March 31, 1997 	TABLE OF CONTENTS 	Unaudited Condensed Statements of 	 Income............................................1 	Unaudited Balance Sheets............................2 	Unaudited Statements of Cash Flows..............3 & 4 	Notes to the Unaudited Condensed 	 Financial Statements..............................5 	Management's Discussion and Analysis of 	 Financial Condition and Results of 	 Operations........................................6 	Part II - Other Information.........................8 	-1- 	AUTO-GRAPHICS, INC. 	Form 10-Q 	PART I -- FINANCIAL INFORMATION Item 1.	Financial Statements. 	Unaudited Condensed Statements of Income 	For the Three Months Ended March 31 1997 1996 Net sales $ 1,794,368 $ 2,267,101 Costs and expenses: Cost of sales 970,764 1,301,309 Selling, general & administrative 678,563 826,034 Interest/Other 56,189 59,964 Total costs and expenses 1,705,516 2,187,307 Income from operations 88,852 79,794 Provision for taxes based on income 39,000 37,000 Net income $ 49,852 $ 42,794 Net income per share $ .05 $ .04 Shares outstanding 1,093,678 1,110,178 	See Notes to Unaudited Condensed Financial Statements 	-2- 	AUTO-GRAPHICS, INC. 	Form 10-Q 	Unaudited Balance Sheets 	March 31, 1997 and December 31, 1996 ASSETS 1997 1996 Current assets: Cash $ 140,786 $ 364,094 Accounts receivable, less allowance for doubtful accounts ($38,000 in 1996 and 1995) 1,406,580 1,882,305 Unbilled production costs 292,073 94,143 Finished goods inventory 50,398 28,939 Other current assets 218,881 188,440 Total current assets 2,108,718 2,557,921 Equipment and leasehold improvements, at cost 9,784,816 9,589,699 Less accumulated depreciation 5,363,733 5,164,177 Net equipment and leasehold improvements 4,421,083 4,425,522 Other assets 195,944 148,507 TOTAL ASSETS $ 6,725,745 $ 7,131,950 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 144,015 $ 330,056 Deferred income 364,061 444,388 Accrued payroll and related liabilities 228,170 191,290 Other accrued liabilities 100,469 127,037 Current portion of long-term debt	 655,000	 655,000 Total current liabilities 1,491,715 1,747,771 Long-term debt, less current portion	 1,950,881	 2,100,881 Deferred taxes based on income 664,939 664,939 Total liabilities 4,107,535 4,513,591 Stockholders' equity: Common stock, $.10 par value, 4,000,000 shares authorized, 1,093,678 shares issued and outstanding in 1997, and 1,109,278 shares issued and outstanding in 1996 109,368 110,928 Capital in excess of par value	 1,135,999	 1,138,651 Retained earnings 1,372,843 1,368,780 Total stockholders' equity 2,618,210 2,618,359 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 6,725,745 $ 7,131,950 	See Notes to Unaudited Condensed Financial Statements 	-3- 	AUTO-GRAPHICS, INC. 	Form 10-Q 	Unaudited Statements of 	Cash Flows 	For the Three Months Ended March 31 	Increase (Decrease) in Cash 1997 1996 Cash flows from operating activities: Net income $ 49,852 $ 42,794 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 199,556 268,740 Deferred taxes -- -- Changes in operating assets and liabilities: Accounts receivable 475,725 194,558 Unbilled production costs (197,930) (180,341) Finished goods inventory (21,459) 12,189 Other current assets (30,441) (41,113) Other assets (47,437) -- Accounts payable (186,041) (103,698) Deferred income (80,327) (204,960) Accrued payroll and related liabilities 36,880 82,493 Other accrued liabilities (2,269) (7,673) Interest and income taxes payable (24,300) 27,716 Net cash provided by operating activities 171,809 90,705 Cash flows from investing activities: Capital expenditures (195,117) (316,649) Cash flows from financing activities: Borrowings under long-term debt -- 350,000 Principal payments under debt agreements (150,000) (112,500) Repurchase of capital stock (50,000) (58,900) Net cash provided by (used in) financing activities (200,000) 178,600 Net increase in cash (223,308) (47,344) Cash at beginning of year 364,094 106,518 Cash at end of year $ 140,786 $ 59,174 Supplemental disclosures of cash flow information: 	Cash paid during the period for: Interest $ 65,238 $ 68,789 Income taxes 63,000 37,000 	See Notes to Unaudited Condensed Financial Statements. 	-5- 	AUTO-GRAPHICS, INC. 	Form 10-Q 	Notes to 	Unaudited Condensed Financial Statements 	March 31, 1997 NOTE 1.	The unaudited condensed financial statements included herein have been prepared by Registrant and include all normal and recurring adjustments which are, in the opinion of Management, necessary for a fair presentation of the financial position at March 31, 1997, the results of operations and the statement of cash flows for the three months ended March 31, 1997 and 1996 pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for the subject periods are not necessarily indicative of the results for the entire year. This Quarterly Report on Form 10-Q is qualified in its entirety by the information included in the Company's Annual Report to the SEC on Form 10-K for the period ending December 31, 1996 including, without limitation, the financial statements included therein. NOTE 2.	The Company entered into a stock repurchase agreement with a former employee and officer of the Company, Douglas K. Bisch, whereby the Company agreed to purchase and retire, over a seven-year period, 156,000 of 171,000 shares of Company stock owned by Mr. Bisch. In January 1997, the Company purchased and retired the third block of 15,600 shares. 	-6- 	AUTO-GRAPHICS, INC. 	Form 10-Q Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations FINANCIAL CONDITION December 31, 1996 to March 31, 1997 Liquidity and capital resources. Working capital decreased $193,000. Long-term debt was reduced by $150,000. Actual capital expenditures were $195,000. The average collection period for accounts receivable increased from 67 days at December 31, 1996 to 71 days at March 31, 1997. The Company has a revolving credit facility under which borrowings are secured by accounts receivable, whereby the Company may borrow against its eligible accounts receivable up to a maximum of $1,000,000 ($1,000,000 available at March 31, 1997) with interest at 0.5% above the bank's prime rate. Management believes that the current line of credit, which is renewed annually in May, will again be renewed in 1997, and is sufficient to handle cyclical working capital needs. There are no compensating balance requirements, commitment fees or note guarantors. This agreement contains the same loan covenants as the capital line of credit. The Company also has a capital line of credit facility providing for maximum borrowings of $3,000,000 ($504,000 available at March 31, 1997), with interest at 0.75% above the bank's prime rate, for the purchase of equipment and financing of internal software development costs. The capital line of credit is renewed annually in May and management believes that the current line of credit will be renewed in 1997. Among other requirements, the capital line of credit note payable requires the Company to maintain minimum financial covenant ratios, and prohibits the payment of cash dividends. There are no commitment fees, compensatory balance requirements or note guarantors. In June 1995, the Company entered into a stock repurchase agreement with a former director of the Company, whereby the Company agreed to purchase and retire, in 1995, 115,000 of 141,000 shares of Company stock owned by the stockholder. The total transaction cost of $230,000 will be paid in four annual installments beginning in 1995 plus interest of 5.5% per annum ($65,000 paid in June 1995, $55,000 paid in June 1996 and $55,000 to be paid in June 1997 and 1998). The Company's capital resources may be used to support working capital requirements, capital investment and possible acquisitions of businesses, products or technologies complementary to the Company's current business. The Company believes that current cash reserves and cash flow from operations are sufficient to fund its operations in 1997. However, during this period or thereafter, the Company may require additional financing. There can be no assurance that such additional financing will be available on terms favorable to the Company, or at all. 	-7- RESULTS OF OPERATIONS First Quarter 1997 as Compared to First Quarter 1996 Net sales decreased $473,000 or 21% to $1,794,000. Sales in first quarter 1996, of $2,267,000, were higher as they included initial service and equipment sales for new customers of the Company's Impact/ONLINE(tm) product, while 1997 reflects the on-going sales of services. Cost of sales decreased $330,000 or 25%. Gross margins continue to improve from 43% in 1996 to 46% in 1997 due to changes in operating costs generally attributable to variable costs fluctuating with product mix and sales volume. Selling, general and administrative expenses decreased $147,000 or 18%. As a percentage of sales, these expenses increased from 36% to 39%. Interest expense/other was $56,000 in 1997, down 6% from $60,000 in 1996 primarily due to lower interest as a result of lower average borrowings. Net Income improved 16% to $49,900, up from $42,800 in 1996. Net Income per share increased 25% to $0.05 in 1997 from $0.04 in 1996. 	-8- 	AUTO-GRAPHICS, INC. 	Form 10-Q 	PART II - OTHER INFORMATION Item 1.		Legal Proceedings. Gannam/Kubat Publishing, Inc. (which is the other 50% stockholder in the Company's Datacat, Inc. subsidiary) and such shareholder's wholly owned affiliate Diversified Printing and Publishing, Inc. (which has rendered printing services to Datacat payment of which has been deferred) filed a complaint against the Company and its President in a legal action previously initiated by Diversified against Datacat seeking to collect payments for printing services which it had previously agreed to defer in the approximate amount of $350,000. The suit against the Company alleges that payments by Datacat against a commitment to the Company for pre-1994 database creation and maintenance services in the approximate amount of $575,000 were unauthorized or excessive; and that, absent such prior obligation and payments in respect thereof, Datacat would not have had to defer payment to Diversified. The Company also agreed to defer collection for certain services rendered to Datacat equal to or exceeding the amount claimed by Diversified. The Company anticipates the resolution of such matter in favor of Datacat, and thus the Company; and, in any event, the Company does not expect the outcome of such dispute will have a materially adverse effect on the Company's financial position or results of operations. The pleadings in the above referenced legal action were filed as an exhibit with the Company's Annual Report to the US Securities and Exchange Commission on Form 10-K as of December 31, 1996. Item 2.	Changes in Securities. None Item 3.	Defaults upon Senior Securities. None Item 4.	Submission of Matters to a Vote of Security Holders. None Item 5.	Other Information. None 	-9- 	AUTO-GRAPHICS, INC. 	Form 10-Q Item 6.	Exhibits and Reports on Form 8-K. 	(a)	Exhibits: None 	(b)	The Company has not filed any reports on Form 8-K during the period covered by this report. 	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. 	AUTO-GRAPHICS, INC. Date 5/14/97 ss/ Robert S. Cope Robert S. Cope, President and Treasurer Date 5/14/97 ss/ Daniel E. Luebben Daniel E. Luebben, Vice-President, Chief Financial Officer and Secretary