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 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES INDEX Page Part I. FINANCIAL INFORMATION: 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 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. 2 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS March 31, December 31 1996 1995 (Unaudited) ASSETS 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 (continued) 3 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS March 31, December 31, 1996 1995 (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY 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 4 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, 1996 1995 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 5 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, 1996 1995 OPERATING ACTIVITIES: 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 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. 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. 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. 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) 9