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, 1997 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, 1997 Common stock, $.10 par value 597,682 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES INDEX Page number Part I. FINANCIAL INFORMATION: Item 1. Financial Statements Consolidated Condensed Balance Sheets March 31, 1997 (Unaudited) and December 31, 1996 3 Consolidated Condensed Statements of Operations - Three months ended March 31, 1997 and 1996 (Unaudited) 5 Consolidated Condensed Statements of Cash Flows - Three months ended March 31, 1997 and 1996 (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 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 March 31, 1997 and the Consolidated Condensed Statements of Operations for the three months ended March 31, 1997 and 1996 and the Consolidated Condensed Statements of Cash Flows for the three months ended March 31, 1997 and 1996 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, 1996. 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. Certain reclassifications were made to the 1996 financial statements to conform with the 1997 presentation. 2 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS March 31, December 31, 1997 1996 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 84,843 $ 48,048 Securities available-for-sale 58,347 167,961 Accounts receivable, less allowance for doubtful accounts of $16,520 152,532 189,616 Inventories: Raw materials and supplies 292,812 335,072 Work in process 406,245 314,291 Finished goods 322,946 306,559 Total inventories 1,022,003 955,922 Prepaid expenses and other 69,617 69,628 Total current assets 1,387,342 1,431,175 PROPERTY, PLANT AND EQUIPMENT: Land 130,869 130,869 Building and improvements 497,004 497,004 Furniture and fixtures 398,933 397,546 Machinery and equipment 619,580 616,081 Total 1,646,386 1,641,500 Less accumulated depreciation 1,081,603 1,062,936 Property, plant and equipment - net 564,783 578,564 OTHER ASSETS - NET 157,170 159,851 TOTAL $2,109,295 $2,169,590 (continued) 3 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS March 31, December 31, 1997 1996 (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 88,564 $ 64,650 Accrued salaries and benefits 29,539 65,699 Accrued professional fees 3,972 21,976 Customer deposits 35,230 40,432 Other accrued expenses and liabilities 14,367 31,826 Long-term debt - current portion 20,524 15,228 Total current liabilities 192,196 239,811 LONG-TERM DEBT - LESS CURRENT PORTION 108,794 122,287 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 501,297 500,484 Total stockholders' equity 1,808,305 1,807,492 TOTAL $2,109,295 $2,169,590 4 CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, 1997 1996 NET SALES $510,852 $638,530 COST OF GOODS SOLD 206,837 260,286 Gross profit 304,015 378,244 OPERATING EXPENSES: Selling, general and administrative 247,736 262,681 Research and development 50,700 92,299 Total operating expenses 298,436 354,980 INCOME FROM OPERATIONS 5,579 23,264 OTHER INCOME (EXPENSE): Interest and other income 1,587 5,005 Interest expense (3,303) (7,037) Total other income (expense) (1,716) (2,032) INCOME BEFORE INCOME TAXES 3,863 21,232 INCOME TAX EXPENSE 3,050 NET INCOME $ 813 $ 21,232 INCOME PER COMMON SHARE $.00 $.04 WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT 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, 1997 1996 OPERATING ACTIVITIES: NET INCOME $ 813 $ 21,232 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: Depreciation and amortization 21,348 21,595 Changes in assets and liabilities: Accounts receivable 37,084 23,552 Inventories (66,081) 26,772 Prepaid expenses and other 11 (12,578) Other assets 0 (1,825) Accounts payable, accrued expenses and customer deposits (52,911) 52,395 NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (59,736) 131,143 INVESTING ACTIVITIES: Proceeds from sale or maturity of securities 109,614 Capital expenditures (4,886) (37,504) Payments received on stockholders' notes 1,081 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 104,728 (36,423) FINANCING ACTIVITIES: Principal payments on long-term debt (8,197) (13,539) NET INCREASE IN CASH AND CASH EQUIVALENTS 36,795 81,181 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 48,048 25,974 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 84,843 $107,155 SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for interest $ 3,303 $7,037 Cash paid for income taxes $ 3,050 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 $1,195,000 and the ratio of current assets to current liabilities was 7.22 to 1 at March 31, 1997. At December 31, 1996, the Company had net working capital of $1,191,000 and a current ratio of 6.0 to 1. Accounts receivable decreased $37,000 from $190,000 at December 31, 1996, to $153,000 at March 31, 1997. The decrease is the direct result of lower sales in the first quarter of 1997, compared to sales in the fourth quarter of 1996. Total inventories of $1,022,000 at March 31, 1997 compared to total inventories of $956,000 at December 31, 1996. The increase was a result of sales that were lower than anticipated sales during the quarter ended March 31, 1997. The Company's 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 estimated fair value of the Company's securities approximates cost at March 31, 1997. 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 1997 totaled $511,000 and were 20% lower than the first quarter sales in 1996 of $639,000. The decrease was due to slower sales across CRL's product line, both domestic and international sales. In the first quarter of 1996 the Company shipped a number of DP100s to fill a backlog from 1995. In the first quarter of 1997, sales of the DP100 were delayed while a new version of software was being finished. Cost of goods sold was 40% of net sales for the first quarter ended March 31, 1997 compared to 41% for the same period in 1996 and illustrates that production costs were comparable to the prior year's period. Selling, general and administrative expenses were $248,000 in the first quarter of 1997 compared to selling, general and administrative expenses of $263,000 for the first quarter of 1996. The decrease was due to lower marketing expenses both in the domestic and international market place. Research and development expense in the first quarter of 1997 totaled $51,000, compared to the 1996 first quarter total of $92,000. 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. The Company does not anticipate incurring increases in engineering cost in the near future. Interest and other income of $1,600 for the first quarter of 1997 compared to $5,000 for the first quarter of 1996. The lower interest income was the result of the Company having less funds invested in securities. Interest expense consists of the interest cost on the long-term mortgage collateralized by the Company's headquarters facility. Income tax expense for the three months ended March 31, 1997 is greater than the amount computed by applying the statutory income tax rate to income before income taxes due primarily to nondeductible expenses and final determination of prior year's estimates. Net income for the first quarter was $813 compared to net income of $21,000 for the first quarter of 1996. The document includes "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Management's anticipation of future events is based upon assumptions regarding levels of competition, research and development results, raw material markets, the markets in which the Company operates, and stability of the regulatory environment. Any of these assumptions could prove inaccurate, and therefore there can be no assurance that the forward-looking information will prove to be accurate. 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 13, 1997 BY /s/Gary D. Clarkson Gary D. Clarkson Treasurer (Authorized Officer for signature) 10