U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 March 31, 1997. OR 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) (765) 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 May 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 Nine months Ended: Fiscal Quarter Ended 31-Mar-97 31-Mar-96 31-Mar-97 31-Mar-96 (Current (Preceding (Current (Preceding Year) Year) Year) Year) -- ----- ----- ----- Gross sales less discounts, returns and allowances $ 19,403,679 $ 16,920,316 $ 5,492,926 $ 4,749,693 ------------ ------------ ------------ ------------ Cost and expenses -- Cost of goods sold $ 12,745,873 $ 11,067,879 $ 3,713,942 $ 3,149,728 Selling, general and administrative expenses 4,949,672 4,403,611 1,727,148 1,494,434 --------- --------- --------- --------- Total cost and expenses $ 17,695,545 $ 15,471,490 $ 5,441,090 $ 4,644,162 ------------ ------------ ------------ ------------ Operating income $ 1,708,134 $ 1,448,826 $ 51,836 $ 105,531 ------------ ------------ ------------ ------------ Other income and (expense) Interest income $ 68,498 $- $ 29,890 $ -- Freight income 64,143 -- 16,620 -- Interest expense (71,463) (66,520) (20,274) (16,164) ------- ------- ------- ------- Total other income and (expenses) $ 61,178 $ (66,520) $ 26,236 $ (16,164) ------------ ------------ ------------ ------------ Income (or loss) before taxes on income and extraordinary items $ 1,769,312 $ 1,382,306 $ 78,072 $ 89,367 Provisions for taxes on income 672,210 558,049 11,352 3,367 ------- ------- ------ ----- Net income (or loss) $ 1,097,102 $ 824,257 $ 66,720 $ 86,000 ============ ============ ============ ============ Earnings per share* $ 5.74 $ 4.31 $ 0.3 $ 0.45 ============ ============ ============ ============ Dividends per share $ 1.50 $ 1.40 $ 1.5 $ 1.40 ============ ============ ============ ============ *Based on 191,284 shares of Common Stock issued and outstanding throughout the period. (2) BRYAN STEAM CORPORATION PERU, INDIANA CONSOLIDATED BALANCE SHEET Unaudited Unaudited ASSETS March 31, June 30, 1997 1996 ---- ---- CURRENT ASSETS Cash and cash equivalents $ 568,558 $ 304,739 Investment securities 1,423,104 1,616,554 Accounts receivable (net) 3,995,436 4,793,663 Prepaid expenses 520,158 335,183 Inventory 3,764,101 4,202,010 Prepaid federal income tax 5,640 84,414 Prepaid state income tax 11,939 -- ------ TOTAL CURRENT ASSETS $ 10,288,936 $ 11,336,563 ------------ ------------ FIXED ASSETS Land, buildings, equipment $ 8,773,993 $ 7,498,657 Less: Depreciation accumulated 3,276,566 2,930,437 --------- --------- TOTAL FIXED ASSETS $ 5,497,427 $ 4,568,220 ------------ ------------ OTHER ASSETS Noncompete agreement (Net of amortization) $ 195,099 $ 240,000 Other amortizable assets (Net of amortization) 28,301 28,058 Deposits 5,171 5,171 ----- ----- TOTAL OTHER ASSETS $ 228,571 $ 273,229 ------------ ------------ TOTAL ASSETS $ 16,014,934 $ 16,178,012 ============ ============ LIABILITIES AND NET WORTH CURRENT LIABILITIES Accounts payable - trade $ 323,274 $ 553,079 Loans payable 99,879 664,293 Accrued commissions 653,306 621,882 Accrued property taxes 314,171 224,006 Accrued taxes & other expenses 228,424 323,086 Deferred federal income tax 60,678 60,678 Deferred state income tax 13,963 13,963 ------ ------ TOTAL CURRENT LIABILITIES $ 1,693,695 $ 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 $ 2,115,617 $ 3,088,871 ------------ ------------ NET WORTH Capital stock $ 810,272 $ 810,272 Treasury stock, at cost (28,727) (28,727) Retained earnings 13,117,772 12,307,596 ---------- ---------- TOTAL NET WORTH $ 13,899,317 $ 13,089,141 ------------ ------------ TOTAL LIABILITIES AND NET WORTH $ 16,014,934 $ 16,178,012 ============ ============ (3) BRYAN STEAM CORPORATION PERU, INDIANA COMPARATIVE CONSOLIDATED STATEMENT OF CASH FLOWS Unaudited Unaudited July 1, 1996 July 1, 1995 to to Mar. 31, 1997 Mar. 31, 1996 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,097,102 $ 824,257 Non-cash items included in net income Amortization 44,658 16,492 Depreciation 346,129 329,352 Changes in: Inventory 437,909 236,724 Accounts receivable 798,227 (188,988) Prepaid expenses (184,975) (68,957) Prepaid federal income tax 78,774 -- Prepaid state income tax (11,939) -- Accounts payable (229,805) (222,263) Commissions payable 31,424 (201,313) Accrued county property tax 90,165 46,567 Accrued taxes & expenses (94,662) (6,934) Federal income tax payable -- (39,694) State income tax payable -- (27,489) ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 2,403,007 $ 697,754 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Noncompete payments $ - $ (300,000) Redemptions (purchases) of investment securities 193,450 302,889 Purchases of plant and equipment (1,275,336) (1,294,639) ---------- ---------- NET CASH (USED) BY INVESTING ACTIVITIES $(1,081,886) $(1,291,750) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Payments on long-term debt $ (773,045) $ (342,203) Dividends paid $ (284,257) $ (242,117) ----------- ----------- NET CASH (USED) BY FINANCING ACTIVITIES $(1,057,302) $ (584,320) ----------- ----------- NET INCREASE (DECREASE) IN CASH $ 263,819 $(1,178,316) =========== =========== CASH & CASH EQUIVALENTS July 1 $ 304,739 $ 2,192,946 March 31 $ 568,558 $ 1,014,630 ----------- ----------- NET INCREASE (DECREASE) IN CASH $ 263,819 $(1,178,316) =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest (Net of amount capitalized) $ 71,463 $ 66,520 Income taxes $ 498,451 $ 389,036 (4) 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 subsidiaries. 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 March 31, 1997 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 third quarter of $66,720 is down (22.42%) from the net income of $86,000 for the corresponding quarter last year. The decrease in consolidated net income results primarily from the $85,281 decrease 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 decrease in net income results primarily from an expected increase in selling, general and administrative expenses. Consolidated sales for the quarter increased 15.65% from the corresponding quarter last year, and increased 14.68% over the same year to date period last year. Cost of goods sold increased a corresponding 17.91% from the same quarter a year ago, and increased 15.16% over last year for the year to date. The $743,233 increase in consolidated sales for the quarter results from two causes. Monticello Exchanger and Manufacturing Company, an indirect subsidiary, formed in March of 1996, contributed $495,912 to total consolidated sales for the quarter, and the Parent's sales for the quarter increased $393,403 over the corresponding quarter last year. This increase results from the Parent having shipped more large boilers during the current quarter than during both the same quarter a year ago, and the same nine-month period last year. Consolidated selling, general and administrative expenses increased 12.40% from the corresponding quarter a year ago, and 15.57% for the year to date, primarily from the addition of the Subsidiary's selling, general and administrative expenses. The consolidated working capital ratio at March 31, 1997 of 6.07 to 1, is up from 4.61 to 1 at year-end, and down from the 8.71 to 1 ratio of a year ago. Consolidated cash and equivalents are up $263,819 (86.57%) from year-end, and down $446,072 (43.96%) from the same quarter a year ago. Consolidated investment securities decreased $193,450 (11.97%) from year-end, and decreased $202,411 (12.45%) from the same quarter a year ago. Accounts receivable are down (16.65%) from year-end, and up (25.18%) 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 $437,909 (10.42%) from year-end as more work-in-progress was brought to finished, saleable condition, and decreased slightly (4.58%) from a year ago. Consolidated trade accounts payable decreased $229,805 (41.55%) to a historically customary level from year-end, but increased $225,465 from a year ago, as a result of increased materials purchases. Consolidated accrued commissions decreased (5.05%) from year-end as a result of expected collections of accounts receivable. Production continues at near capacity. The consolidated backlog of orders at March 31, 1997, was $5,356,414, up (5.38%) from year-end. The plants are operating first shifts totaling 147 production employees on a 40 hour work week. Twenty-two workers are on layoff. . The Company has $1,000,000 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 $1,250,000 (of which approximately $1,100,000 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 6. Exhibits and Reports on Form 8-K. (a) The following exhibit is filed as a part of this report: (27) Financial Data Schedule (nine months ended March 31, 1997) (b) No reports on Form 8-K were filed during the quarter ended March 31, 1997. 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 thereunto duly authorized. BRYAN STEAM CORPORATION By /s/H. Jesse McVay ----------------------------- H. Jesse McVay, President Date: May 20, 1997 --------------------------- By: /s/Kurt Krauskopf ---------------------------- Kurt Krauskopf, Secretary Date: May 20, 1997 -------------------------- (8)