U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) ____X______ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 1996. __________ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from __________ to __________. Commission File No. 0-3366 BRYAN STEAM CORPORATION (Exact name of small business issuer as specified in its charter) NEW MEXICO 35-0202050 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) POST OFFICE BOX 27 PERU, IN 46970 (Address of principal executive offices, including zip code) (317) 473-6651 (Issuer's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 __________ State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. COMMON STOCK 191,284 (Title of class) (Number of shares outstanding February 5, 1997) 1 PART. I FINANCIAL INFORMATION Item 1. Financial Statements BRYAN STEAM CORPORATION CONDENSED CONSOLIDATED INCOME STATEMENT Unaudited Unaudited Unaudited Unaudited For the For the Six months Ended: Fiscal Quarter Ended: 12/31/96 12/31/95 12/31/96 12/31/95 (Current (Preceding (Current (Preceding Year) Year) Year) Year) ---------------------------------- ---------------------------------- Gross sales less discounts, returns $ 13,910,753 $ 12,170,623 $ 7,197,531 $ 6,202,227 ------------ ------------ ------------ ------------ and allowances Cost and expenses -- Cost of goods sold $ 9,031,931 $ 7,918,151 $ 4,671,997 $ 4,022,319 Selling, general and administrative expenses 3,222,524 2,909,177 1,727,684 1,564,777 ------------ ------------ ------------ ------------ Total cost and expenses $ 12,254,455 $ 10,827,328 $ 6,399,681 $ 5,587,096 ------------ ------------ ------------ ------------ Operating income $ 1,656,298 $ 1,343,295 $ 797,850 $ 615,131 ------------ ------------ ------------ ------------ Other income and (expenses) Interest income $ 38,608 $ -- $ 22,030 $ -- Freight income 47,523 -- 22,643 -- Interest expense (51,189) (50,356) (13,576) (27,470) ------------ ------------ ------------ ------------ Total other income and (expenses) $ 34,942 $ (50,356) $ 31,097 $ (27,470) ------------ ------------ ------------ ------------ Income (or Loss) before taxes on income and extraordinary items $ 1,691,240 $ 1,292,939 $ 828,947 $ 587,661 Provision for taxes on income 660,858 554,682 344,524 238,401 ------------ ------------ ------------ ------------ Net income (or loss) $ 1,030,382 $ 738,257 $ 484,423 $ 349,260 ============ ============ ============ ============ Earnings per share* $ 5.39 $ 3.86 $ 2.53 $ 1.83 ============ ============ ============ ============ Dividends per share $ 1.50 $ 1.40 $ 1.50 $ 1.40 ============ ============ ============ ============ * Based on 191,284 shares of Common Stock issued and outstanding throughout the periods involved. BRYAN STEAM CORPORATION PERU, INDIANA CONSOLIDATED BALANCE SHEET Unaudited Unaudited ASSETS December 31, June 30, 1996 1996 ----------- ----------- CURRENT ASSETS Cash and cash equivalents $ 1,017,844 $ 304,739 Investment securities 1,325,467 1,616,554 Accounts receivable (net) 4,404,096 4,793,663 Prepaid expenses 495,668 335,183 Prepaid income taxes 7,472 84,414 Inventory 3,830,222 4,202,010 ----------- ----------- TOTAL CURRENT ASSETS $11,080,769 $11,336,563 ----------- ----------- FIXED ASSETS Land, buildings, equipment $ 8,194,621 $ 7,498,657 Less: Depreciation accumulated 3,159,374 2,930,437 ----------- ----------- TOTAL FIXED ASSETS $ 5,035,247 $ 4,568,220 ----------- ----------- OTHER ASSETS Noncompete agreement (Net of amortization) $ 205,775 $ 240,000 Other amortizable assets (Net of amortization) 35,482 28,058 Deposits 5,171 5,171 ----------- ----------- TOTAL OTHER ASSETS $ 246,428 $ 273,229 ----------- ----------- TOTAL ASSETS $16,362,444 $16,178,012 =========== =========== LIABILITIES AND NET WORTH CURRENT LIABILITIES Accounts payable - trade $ 341,666 $ 553,079 Loans payable 239,326 664,293 Accrued commissions 1,025,200 621,882 Accrued property taxes 237,078 224,006 Accrued taxes & other expenses 190,013 323,086 Deferred federal income tax 60,678 60,678 Deferred state income tax 13,963 13,963 ----------- ----------- TOTAL CURRENT LIABILITIES $ 2,107,924 $ 2,460,987 ----------- ----------- LONG-TERM LIABILITIES Loans payable $ 29,576 $ 238,207 Deferred federal income tax 308,816 308,816 Deferred state income tax 70,845 70,845 Dividends payable 12,685 10,016 ----------- ----------- TOTAL LONG-TERM LIABILITIES $ 421,922 $ 627,884 ----------- ----------- TOTAL LIABILITIES $ 2,529,846 $ 3,088,871 ----------- ----------- NET WORTH Capital stock $ 810,272 $ 810,272 Treasury stock, at cost (28,727) (28,727) Retained earnings 13,051,053 12,307,596 ----------- ----------- TOTAL NET WORTH $13,832,598 $13,089,141 ----------- ----------- TOTAL LIABILITIES AND NET WORTH $16,362,444 $16,178,012 =========== =========== BRYAN STEAM CORPORATION PERU, INDIANA COMPARATIVE CONSOLIDATED STATEMENT OF CASH FLOWS Unaudited Unaudited Jul 01, 1996 Jul 01, 1995 to to Dec 31, 1996 Dec 31, 1995 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $1,030,382 $ 738,257 Non-cash items included in net income Amortization 26,801 10,606 Depreciation 228,938 215,932 Changes in: Inventory 371,788 161,763 Accounts receivable 389,567 (1,268,095) Prepaid expenses (160,485) (33,726) Prepaid income taxes 76,942 -- Accounts payable (211,413) (242,030) Commissions payable 403,318 391,882 Accrued county property taxes 13,072 6,067 Accrued taxes & other expenses (133,073) 14,035 Federal income taxes payable -- (39,839) State income taxes payable -- (10,711) ---------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES $2,035,837 $ (55,859) ---------- ----------- CASH FLOW FROM INVESTING ACTIVITIES Noncompetition payments $ -- $ (300,000) Purchases of plant and equipment (695,964) (1,152,929) Redemptions of investment securities 291,087 467,615 ---------- ----------- NET CASH (USED) BY INVESTING ACTIVITIES $ (404,877) $ (985,314) ---------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Payments on long-term debt $ (633,598) $ (68,624) Dividends paid (284,257) (242,117) ---------- ----------- NET CASH (USED) BY FINANCING ACTIVITIES $ (917,855) $ (310,741) ---------- ----------- NET INCREASE (DECREASE) IN CASH & EQUIVALENTS $ 713,105 $(1,351,914) ========== =========== CASH & CASH EQUIVALENTS July 01, $ 304,739 $ 2,192,946 December 31, 1,017,844 841,032 ---------- ----------- NET INCREASE (DECREASE) IN CASH & EQUIVALENTS $ 713,105 $(1,351,914) ========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest (Net of amount capitalized) $ 51,189 $ 50,356 Income taxes $ 498,346 $ 369,036 Item 1. CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The unaudited interim consolidated financial statements to which this management's discussion and analysis is attached reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. All such adjustments are of a normal, recurring nature. The accompanying consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiary. Intercompany transactions and balances have been eliminated in consolidation. Pension benefits are based on taxable earnings and years of service. The Company's policy is to fund at least the minimum amounts required by Federal law and regulation. The Company's policy regarding investment securities is to classify them as current assets. None of the investment securities are considered to be available-for-sale or trading securities by the Company. Gross unrealized holding gains and losses on investment securities classified as held to maturity at December 31, 1996 are not material to the accompanying consolidated financial statements and are not reported therein. 5 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND CONSOLIDATED RESULTS OF OPERATIONS Consolidated net income for the second quarter of $484,423 is up (38.70%) from the net income of $349,260 for the corresponding quarter last year. The increase in consolidated net income results primarily from the significant $243,641 increase in net income of Bryan Steam Corporation (the Parent) for the quarter, as compared to the corresponding quarter of the prior fiscal year. The Parent's increase in net income results from improved sales, which offset a corresponding increase in cost of goods sold and a smaller increase in selling, general and administrative expenses. Consolidated sales for the quarter increased 16.05% from the corresponding quarter last year, and increased 8.38% over the same year to date period last year. Cost of goods sold increased a corresponding 16.15% from the same quarter a year ago, and increased 14.07% over last year for the year to date. The $995,304 increase in consolidated sales for the quarter results primarily from the Parent's sales for the quarter having increased $798,908 over the corresponding quarter last year. This increase results from the Parent having shipped more large boiler units during the current quarter than during the same quarter a year ago. Consolidated selling, general and administrative expenses increased 10.41% from the corresponding quarter a year ago, and 10.77% for the year to date, primarily from the addition of the selling, general and administrative expenses of Monticello Exchanger and Manufacturing Company, an indirect subsiderary formed in March of 1996. The consolidated working capital ratio at December 31, 1996 of 5.26 to 1, is up from 4.61 to 1 at year-end, and down from the 6.03 ratio of a year ago. Consolidated cash and equivalents are up $713,105 (234.01%) from year-end, and up $176,812 (21.02%) from the same quarter a year ago as a result of collections from higher sales and an increase in more liquid investments. Consolidated investment securities decreased $291,087 (18.01%) from year-end, and decreased $135,322 ( 9.26%) from the same quarter a year ago. Accounts receivable are down (8.13%) from year-end, and up (3.12%) from the same quarter a year ago, as a result of having shipped more large boiler units than during the same period last year. 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND CONSOLIDATED RESULTS OF OPERATIONS (CONTINUED) Inventory dropped $371,788 (8.85%) from year-end as more work-in-progress was brought to finished, saleable condition, and decreased $189,528 (4.71%) over the same quarter a year ago. Consolidated trade accounts payable decreased $211,413 ( 38.22%) to a historically customary level from year-end, but increased $263,624 from a year ago, as a result of increased materials purchases. Consolidated accrued commissions increased $403,318 (64.85%) from year-end as a result of a recent increase in accounts receivable. Production continues at near capacity. The consolidated backlog of orders at December 31, 1996, was steady at $5,083,000, with the Parent's backlog being down about $300,000 from year-end. The plants are operating first shifts totalling 209 employees on a 40 hour work week. Twenty workers are on layoff from the second shift. . The Parent has $800,000 available on its $1,000,000 revolving line of credit and $500,000 available on its $500,000 operating line of credit. Planned capital expenditures this year of up to $850,000 (of which approximately $520,000 has been utilized, primarily for a building addition at the Parent's plant), will continue to be funded internally. 7 PART II. OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. At the Annual Meeting of the Stockholders held October 3, 1996, the following votes were cast in respect of the nominees for director: VOTES ---------------------------------------------- Director For Withheld Abstentions -------- ------- -------- ----------- Harold V. Koch 157,706 32 0 Albert J. Bishop 157,738 0 0 H. Jesse McVay 157,702 36 0 G.N. Summers 133,341 24,397 0 Jack B. Jackson 157,738 0 0 James B. Lockhart, Jr. 157,738 0 0 Bryan D. Herd 157,738 0 0 Item 6. Exhibits and reports on Form 8-K (a) Exhibits - The following exhibit is filed as part of this report. Exhibit 27 - Finanacial Data Schedule (b) No reports on Form 8-K were filed during the quarter ended December 31, 1996. 8 SIGNATURES Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized. BRYAN STEAM CORPORATION By: /s/ H. Jesse McVay ---------------------------------- H. Jesse McVay, President Date: February 14, 1997 ---------------------------------- By: /s/ Kurt Krauskopf ---------------------------------- Kurt Krauskopf, Secretary Date: February 14, 1997 ---------------------------------- 9