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 September 30, 1997. __________ 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 area 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 November 11, 1997) PART. I FINANCIAL INFORMATION Item 1. Financial Statements BRYAN STEAM CORPORATION CONDENSED CONSOLIDATED INCOME STATEMENT Unaudited Unaudited For the Three Months Ended 9/30/9 9/30/96 (Current Year) (Preceding Year) --------------------------------- Gross sales less discounts, returns and allowances $7,283,485 $6,713,222 ---------- ---------- Cost and expenses -- Cost of goods sold $4,753,514 $4,359,934 Selling, general and administrative expenses 1,426,953 1,494,840 ---------- ---------- Total cost and expenses $6,180,467 $5,854,774 ---------- ---------- Operating income $1,103,018 $ 858,448 ---------- ---------- Other income and (expense) Interest income $ 9,380 $ 16,578 Freight income 44,077 24,880 Interest expense (1,606) (37,613) ---------- ---------- Total other income and (expense) $ 51,851 $ 3,845 ---------- ---------- Income (or loss) before taxes on income and extraordinary items $1,154,869 $ 862,293 Provisions for taxes on income 483,293 316,334 ---------- ---------- Net income (or loss) $ 671,576 $ 545,959 ========== ========== Earnings per share* $ 3.51 $ 2.85 ========== ========== Dividends per share $ 2.00 $ 1.50 ========== ========== * 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 September 30 30-Jun 1997 1997 ----------- ----------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 616,983 $ 368,879 Investment securities 1,317,750 1,466,686 Accounts receivable (net) 5,071,527 4,814,745 Due from employees 18,368 -- Prepaid expenses 381,804 282,644 Prepaid income taxes -- 27,528 Inventory 4,309,921 4,479,203 ----------- ----------- TOTAL CURRENT ASSETS $11,716,353 $11,439,685 ----------- ----------- FIXED ASSETS Land, buildings, equipment $ 8,990,303 $ 8,976,634 Accumulated depreciation 3,494,094 3,400,512 ----------- ----------- TOTAL FIXED ASSETS $ 5,496,209 $ 5,576,122 ----------- ----------- OTHER ASSETS Noncompete agreement (net of amortization) $ 165,000 $ 180,000 Other amortizable assets (net of amortization) 20,453 21,791 Deposits 5,171 5,171 ----------- ----------- TOTAL OTHER ASSETS $ 190,624 $ 206,962 ----------- ----------- TOTAL ASSETS $17,403,186 $17,222,769 =========== =========== LIABILITIES AND NET WORTH CURRENT LIABILITIES Accounts payable - trade $ 264,123 $ 851,512 Capital lease obligations 48,802 8,632 Line of credit - Norwest Bank 45,400 45,400 Accrued commissions 1,033,830 807,617 Accrued property taxes 281,737 254,251 Accrued taxes & other expenses 162,221 365,624 Accrued federal income tax 365,416 -- Accrued state income tax 84,837 4,837 Current portion of long-term debt 1,855 24,300 Deferred federal income tax 70,071 70,071 Deferred state income tax 16,085 16,085 ----------- ----------- TOTAL CURRENT LIABILITIES $ 2,374,377 $ 2,448,329 ----------- ----------- LONG-TERM LIABILITIES Capital lease obligations $ 45,272 $ 45,272 Long-term debt 8,187 44,968 Deferred federal income tax 229,926 229,926 Deferred state income tax 50,609 50,609 Dividends payable 13,922 11,834 ----------- ----------- TOTAL LONG-TERM LIABILITIES $ 347,916 $ 382,609 ----------- ----------- TOTAL LIABILITIES $ 2,722,293 $ 2,830,938 ----------- ----------- NET WORTH Capital stock $ 810,272 $ 810,272 Treasury stock, at cost (28,727) (28,727) Retained earnings 13,899,348 13,610,286 ----------- ----------- TOTAL NET WORTH $14,680,893 $14,391,831 ----------- ----------- TOTAL LIABILITIES AND NET WORTH $17,403,186 $17,222,769 =========== =========== BRYAN STEAM CORPORATION PERU, INDIANA CONSOLIDATED COMPARATIVE STATEMENT OF CASH FLOWS Unaudited Unaudited July 01, 1997 July 01, 1996 to to Sept. 30, 1997 Sept. 30, 1996 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 671,576 $ 545,959 Non-cash items included in net income Amortization 16,338 15,887 Depreciation 93,582 113,597 Changes in: Inventory 169,282 (54,943) Accounts receivable (275,150) 111,977 Prepaid expenses (99,160) (28,026) Prepaid income taxes -- 44,350 Accounts payable (587,389) (288,888) Accrued liabilities 50,296 135,042 Federal income taxes payable 392,944 225,295 State income taxes payable 80,000 39,389 --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 512,319 $ 859,639 --------- --------- CASH FLOW FROM INVESTING ACTIVITIES Deposits with utilities $ -- $ 1,581 Noncompetition payments -- -- Purchases of plant and equipment (13,669) (179,076) Redemptions of investment securities 148,936 197,298 --------- --------- NET CASH (USED) BY INVESTING ACTIVITIES $ 135,267 $ 19,803 --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES New short-term borrowings $ -- $ 17,000 Payments on short-term debt -- (1,636) Payments on long-term debt (19,056) (379,153) Dividends paid (380,426) (284,257) --------- --------- NET CASH (USED) BY FINANCING ACTIVITIES $(399,482) $(648,046) --------- --------- NET INCREASE (DECREASE) IN CASH & EQUIVALENTS $ 248,104 $ 231,396 ========= ========= CASH & CASH EQUIVALENTS July 01, $ 368,879 $ 304,739 September 30, 616,983 536,135 --------- --------- NET INCREASE (DECREASE) IN CASH & EQUIVALENTS $ 248,104 $ 231,396 ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest (Net of amount capitalized) $ 1,606 $ 37,613 Income taxes $ 10,349 $ 7,300 Item 1. 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 Bryan Steam Corporation and of its wholly-owned subsidiary (collectively, the "Company"). 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 September 30, 1997 are not material to the accompanying consolidated financial statements and are not reported therein. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net income for the first quarter of $671,576 is up (23.01%) from the net income of $545,959 for the corresponding quarter last year. The increase in net income results from the $152,986 increase in the net income of Bryan Steam Corporation ("Bryan"). Bryan's increase in net income results from improved sales and decreases in interest and pension expense. Sales for the quarter increased 8.49% from the corresponding quarter last year, and cost of goods sold increased a corresponding 9.03% from the same quarter a year ago. The $570,263 increase in sales for the quarter resulted despite the fact that Monticello Exchange & Manufacturing Co. ("M.E.M.C.O.") contributed $20,874 less to the consolidated sales this quarter than during the corresponding quarter last year. Bryan and Wendland Manufacturing Company ("Wendland") contributed $499,577 and $91,560, respectively, more this quarter to total consolidated sales than during the corresponding quarter last year. This increase results from Bryan having shipped more boilers during the current quarter than during the same quarter a year ago. Selling, general and administrative expenses decreased 4.54% from the corresponding quarter a year ago. Bryan, Wendland and M.E.M.C.O. reduced selling, general and administrative expenses $49,693 (4.02%), $14,746 (9.24%) and $3,448 (3.53%), respectively, from the corresponding quarter last year. The Company's working capital ratio at September 30, 1997 of 4.93 to 1, is up from 4.67 to 1 at year-end, and is down slightly from the 4.96 ratio of a year ago. Consolidated cash and equivalents are up $248,104 (67.26%) from year-end, and up $80,848 (15.08%) from the same quarter a year ago. Investment securities decreased $148,936 (10.15%) from year-end, and decreased $101,486 (7.15%) from the same quarter a year ago. Accounts receivable are up $256,782 (5.33%) from year-end, and up (8.33%) over the same quarter a year ago, as a result of the increased sales. The Company's inventory decreased $169,282 (3.78%) from year-end as the result of lower stocks of finished goods and work-in-process on hand and increased $52,968 (0.12%) over the same quarter a year ago, as the Company finished more stock boilers to be available for quick shipment to customers. Trade accounts payable decreased $587,389 (68.98%) to a historically customary level from year-end. Accrued commissions increased $226,213 (28.01%) from year-end as a result of an increase in sales, and are up (25.14%) from the same quarter a year ago, as a result of having shipped more units through manufacturers' representatives, who charge Bryan a commission. Accrued income taxes increased $445,416 from year-end as a result of greater net income, and are up $185,569 (70.11%) from the same quarter last year, because of increased tax liabilities for the prior year and the increased tax due on the greater net income of the current period. Production continues at near capacity. Bryan's backlog of orders at September 30, 1997, was $5,010,909, down (8.63%) from year-end, and down (5.23%) from a year ago. The plant is operating a first shift of 146 employees and a second shift of 32 employees. Both shifts operate on a 43 hour work week. Wendland's backlog at September 30, 1997 was normal for this time of year. The plant is operating with 27 employees on a 40 hour work week. M.E.M.C.O.'s backlog at September 30, 1997 was $206,354. M.E.M.C.O. is currently operating with 10 employees on a 36 hour work week. 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 $450,000 (of which approximately $73,000 has been utilized), primarily for manufacturing equipment, will continue to be funded internally. 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: November 13, 1997 By: /s/ Kurt Krauskopf -------------------------------- Kurt Krauskopf, Secretary Date: November 13, 1997