BRYAN STEAM CORP
10QSB, 1996-05-14
FABRICATED PLATE WORK (BOILER SHOPS)
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                     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, 1996.


                                       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)

                                 (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
                                                   April 30, 1996)



                                       -1-
<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1.         Financial Statements

                             BRYAN STEAM CORPORATION
                     CONDENSED CONSOLIDATED INCOME STATEMENT
<TABLE>
<CAPTION>


                                  Unaudited        Unaudited                 Unaudited        Unaudited
                                             For the                                   For the
                                        Nine months Ended:                       Fiscal Quarter Ended
                                -----------------------------             --------------------------------
                                   31-Mar-96        31-Mar-95                31-Mar-96         31-Mar-95
                                   (Current        (Preceding                (Current         (Preceding
                                    Year)            Year)                    Year)              Year)
                                ------------      -----------             ------------     ---------------
<S>                             <C>               <C>                     <C>               <C>        
Gross sales less                                                     
   discounts, returns                                                
and allowances                  $16,920,316       $13,386,105             $ 4,749,693       $ 3,878,302
                                                                                         
                                                                                         
Cost and expenses --                                                                     
                                                                                         
Cost of goods sold              $11,067,879       $ 8,949,487             $ 3,149,728       $ 2,673,000
Selling, general and                                                                     
administrative expenses           4,403,611         3,802,860               1,494,434         1,294,465
                                                                                         
Total cost and expenses         $15,471,490       $12,752,347             $ 4,644,162       $ 3,967,465
                                                                                         
                                                                                         
Interest expense                $    66,520       $        --             $    16,164       $        --
                                                                                         
                                                                                         
Income (or loss) before                                                                  
taxes on income and                                                                      
extraordinary items             $ 1,382,306       $   633,758             $    89,367       $   (89,163)
                                                                                         
                                                                                         
Provisions for taxes                                                                     
on income                           558,049           247,382                   3,367           (34,875)
                                                                                         
Net income (or loss)            $   824,257       $   386,376             $    86,000       $   (54,288)
                                                                                         
                                                                                         
Earnings per share*             $      4.31       $      2.02                    0.45       $     (0.28)
                                                                                         
Dividends per share*             $      1.40       $       1.3             $      1.40       $      1.30
</TABLE>


*Based on 191,284 shares of Common Stock issued
 and outstanding throughout the period.

<PAGE>

                             BRYAN STEAM CORPORATION
                                  PERU, INDIANA
                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>


                                                               Unaudited       Unaudited
ASSETS                                                         March 31,        June 30,
                                                                 1996            1995
CURRENT ASSETS                                                ----------     ------------
<S>                                                          <C>             <C>         
         Cash and cash equivalents                           $ 1,014,630     $  2,192,946
         Investment securities                                 1,625,515        1,928,404
         Accounts receivable (net)                             3,191,762        3,002,774
         Prepaid expenses                                        308,876          239,919
         Inventory                                             3,944,789        4,181,513
         Prepaid federal income tax                                    -                -
         Prepaid state income tax                                      -                -
                                                             -----------     ------------
            TOTAL CURRENT ASSETS                             $10,085,572     $ 11,545,556
                                                             -----------     ------------
                                                                           
FIXED ASSETS                                                               
         Land, buildings, equipment                          $ 7,361,787     $  6,067,148
         Less:  Depreciation accumulated                       2,870,163        2,542,731
                                                             -----------     ------------
            TOTAL FIXED ASSETS                               $ 4,491,624     $  3,524,417
                                                             -----------     ------------
                                                                           
OTHER ASSETS                                                               
         Organization expenses  (Net of amortization)        $     4,250     $      5,000
         Noncompete agreement (Net of amortization)              284,999                -
         Goodwill - Hoppes (Net of amortization)                   8,497            8,833
         Deferred patent costs (Net of amortization)               6,460            6,865
                                                             -----------     ------------
            TOTAL OTHER ASSETS                               $   304,206     $     20,698
                                                             -----------     ------------
                                                                          
TOTAL ASSETS                                                 $14,881,402     $ 15,090,671
                                                             ===========     ============
                                                                           
LIABILITIES AND NET WORTH                                                  
                                                                           
CURRENT LIABILITIES                                                        
         Accounts payable - trade                            $    97,809     $    320,072
         Loans payable - bank                                     57,797          200,000
         Accrued commissions                                     493,496          694,809
         Accrued property taxes                                  273,218          226,651
         Accrued taxes & other expenses                           98,431          105,365
         Accrued federal income tax                               79,036          118,730
         Accrued state income tax                                  8,964           36,453
         Deferred federal income tax                              39,915           39,915
         Deferred state income tax                                 9,157            9,157
                                                             -----------     ------------
            TOTAL CURRENT LIABILITIES                        $ 1,157,823     $  1,751,152
                                                             -----------     ------------
                                                                          
LONG-TERM LIABILITIES                                                      
         Loans payable - bank                                $   600,000     $    800,000
         Deferred federal income tax                             262,474          262,474
         Deferred state income tax                                60,215           60,215
         Dividends payable                                        34,506            8,863
                                                             -----------     ------------
            TOTAL LONG-TERM LIABILITIES                      $   957,195     $  1,131,552
                                                             -----------     ------------
TOTAL LIABILITIES                                            $ 2,115,018     $  2,882,704
                                                             -----------     ------------
NET WORTH                                                                  
         Capital stock                                       $   810,272     $    810,272
         Treasury stock, at cost                                 (28,727)         (28,727)
         Retained earnings                                    11,984,839       11,426,422
                                                             -----------     ------------
            TOTAL NET WORTH                                  $12,766,384     $ 12,207,967
                                                             -----------     ------------
TOTAL LIABILITIES AND NET WORTH                              $14,881,402     $ 15,090,671
                                                             ===========     ============
</TABLE>

                                                                       
<PAGE>

                             BRYAN STEAM CORPORATION
                                  PERU, INDIANA
                COMPARATIVE CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                Unaudited                Unaudited
                                                                               July 1, 1995             July 1, 1994
                                                                                    to                       to
                                                                              Mar. 31, 1996            Mar. 31, 1995
CASH FLOWS FROM OPERATING ACTIVITIES                                         --------------         ------------------
<S>                                                                          <C>                    <C>           
         Net income                                                          $    824,257           $     386,376
         Non-cash items included in net income                                                    
            Amortization                                                           16,492                   8,738
            Depreciation                                                          329,352                 287,964
            Changes in:                                                                           
                Inventory                                                         236,724                 477,640
                Accounts receivable                                              (188,988)                168,897
                Prepaid expenses                                                  (68,957)                (55,992)
                Prepaid federal income tax                                              -                  98,785
                Prepaid state income tax                                                -                  (1,348)
                Accounts payable                                                 (222,263)               (302,231)
                Commissions payable                                              (201,313)                 63,772
                Accrued county property tax                                        46,567                  55,138
                Accrued taxes & expenses                                           (6,934)                (17,133)
                Federal income tax payable                                        (39,694)                      -
                State income tax payable                                          (27,489)                (29,055)
                                                                             ------------           ------------- 
NET CASH PROVIDED BY OPERATING ACTIVITIES                                    $    697,754           $   1,141,551
                                                                             ------------           ------------- 
                                                                                                  
CASH FLOWS FROM INVESTING ACTIVITIES                                                              
         Noncompete payments                                                 $   (300,000)          $           -
         Redemptions (purchases) of investment securities                         302,889                (444,248)
         Purchases of plant and equipment                                      (1,294,639)               (325,038)
                                                                             ------------           ------------- 
NET CASH (USED) BY INVESTING ACTIVITIES                                      $ (1,291,750)          $    (769,286)
                                                                             ------------           ------------- 
                                                                                                  
                                                                                                  
CASH FLOWS FROM FINANCING ACTIVITIES                                                              
         Payments on long-term debt                                          $   (342,203)          $           -
         Dividends paid                                                      $   (242,117)          $    (248,356)
                                                                             ------------           ------------- 
NET CASH (USED) BY FINANCING ACTIVITIES                                      $   (584,320)          $    (248,356)
                                                                             ------------           ------------- 
NET INCREASE (DECREASE) IN CASH                                              $ (1,178,316)          $     123,909
                                                                             ============           ============= 
CASH & CASH EQUIVALENTS                                                                           
         July 1                                                              $  2,192,946           $     360,213
         March 31                                                            $  1,014,630           $     484,122
                                                                             ------------           ------------- 
NET INCREASE (DECREASE) IN CASH                                              $ (1,178,316)          $     123,909
                                                                             ============           ============= 
                                                                                                  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                
         Cash paid during the period for:                                                         
            Interest (Net of amount capitalized)                             $     66,520           $         259
            Income taxes                                                     $    389,036           $     179,036
</TABLE>


                                     - 4 -
<PAGE>


Item 1.   CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          The unaudited interim consolidated  financial statements to which this
          management's discussion and analysis is attached have been prepared in
          accordance with the instructions to Form 10-QSB and, therefore, do not
          include all information and disclosures required by generally accepted
          accounting  principles  for  complete  financial  statements.  In  the
          opinion of management, the finacial statements reflect all adjustments
          which are 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, 1996 are not
          material to the accompanying consolidated financial statements and are
          not reported therein.


                                      - 5 -


<PAGE>



Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL 
          CONDITION AND CONSOLIDATED RESULTS OF OPERATIONS

          Consolidated  net income for the third quarter of $86,000  represented
          an  increase  of  $140,288  from  the net  loss of  $(54,288)  for the
          corresponding  quarter  last year.  The increase in  consolidated  net
          income resulted primarily from $69,339 increase in net income of Bryan
          Steam  Corporation  (the Parent) for the  quarter,  as compared to the
          corresponding  quarter  of the prior  fiscal  year.  Consolidated  net
          income for the nine months ended March 31, 1996 totaled  $824,257,  an
          increase of $437,881 or 113.33% over the  corresponding  period in the
          prior  year.  The  Parent's  increases  in net  income  resulted  from
          improved sales,  which offset smaller  increases in cost of goods sold
          and selling, general and administrative expenses.

          Consolidated   sales  for  the  quarter   increased  22.47%  from  the
          corresponding  quarter last year,  and increased  26.40% over the same
          year to  date  period  last  year.  Cost of  goods  sold  increased  a
          corresponding  17.83% from the same quarter a year ago, and  increased
          23.67% over last year for the year to date.  The $871,391  increase in
          consolidated sales for the quarter resulted from two causes.  Wendland
          Manufacturing Corp. (the Subsidiary) contributed $719,349 of sales for
          the quarter to total  consolidated  sales,  and the Parent's sales for
          the quarter  increased  $152,042 over the  corresponding  quarter last
          year. This increase resulted from the Parent having shipped 6.35% more
          units  during the current  quarter than during the same quarter a year
          ago.  The  Subsidiary  contributed  $1,884,532  of sales  for the nine
          months ended March 31, 1996,  and the Parent had  increased  sales for
          the same period when compared to the corresponding period in 1995 as a
          result of having  shipped  28.05% more units than the same  nine-month
          period last year  Consolidated  selling,  general  and  administrative
          expenses  increased 15.45% from the corresponding  quarter a year ago,
          and 15.80% 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, 1996 of 8.71 to 1,
          increased  from 6.59 to 1 at year-end,  and from 8.32 to 1 a year ago.
          Consolidated cash and equivalents  decreased  $1,178,316 (53.73%) from
          year-end.   Consolidated   investment  securities  decreased  $302,889
          (15.71%) from year-end.  Accounts receivable  increased from year-end,
          as a result of having  shipped  315 more  units  than  during the same
          period last year.  The increase in shipments  resulted from  increased
          production  from  two  shifts  operating  overtime  during  the  first
          quarter, and expected seasonally strong sales.  Accounts receivable of
          the Subsidiary  totalled  $469,359 at the end of the current  quarter.
          

                                       - 6 -


<PAGE>




Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
          CONDITION AND CONSOLIDATED RESULTS OF OPERATIONS (CONTINUED)


          Inventory   decreased   $236,724   (5.66%)   from   year-end  as  more
          work-in-progress was brought to finished, saleable condition.

          Consolidated  trade accounts payable decreased  $222,263 (69.44%) to a
          historically  customary  level  from  year-end.  Consolidated  accrued
          commissions  decreased  $201,313 (28.97%) from year-end as a result of
          expected  collections  of accounts  receivable.  Accrued  income taxes
          decreased  $67,183  (43.29%)  from year-end as a result of greater net
          income.

          Production continues at near capacity.  The backlog of orders at March
          31, 1996, was $3,988,000, down (13.30%) from year-end, and up (14.93%)
          from a year ago. The Parent's  plant is operating a first shift of 120
          employees on a 40 hour work week. Nineteen workers are on layoff.

          The Company has $342,203 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 $500,000  (of which
          approximately $355,000 has been utilized), primarily for manufacturing
          equipment, will continue to be funded internally.

          On March 15, 1996 the  Subsidiary  exchanged all the net assets of its
          heat  exchanger   division  for  100%  of  the  outstanding  stock  of
          Monticello  Exchanger  and  Manufacturing  Company  (Monticello).  The
          financial  condition and results of operations of Monticello have been
          consolidated with those of Wendland for the purpose of this analysis.

                                       - 7 -


<PAGE>



                           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, 1996)

          (b)  No reports on Form 8-K were filed during the quarter  ended March
               31, 1996.



                                   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/ Albert J. Bishop
                                           ------------------------------------
                                        Albert J. Bishop, President

                                        Date: May 13, 1996
                                             ----------------------------------



                                        By: /s/ Kurt Krauskopf
                                           ------------------------------------

                                        Kurt Krauskopf, Chief Financial Officer

                                        Date: May 13, 1996
                                             ----------------------------------



                                       - 8 -



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
consolidated  balance sheet of Bryan Steam Corporation as of March 31, 1996, and
the related  condensed  consolidated  income statement for the nine-month period
ended,  and  is  qualified  in its  entirety  by  reference  to  such  financial
statements
</LEGEND>
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   9-mos
<FISCAL-YEAR-END>                              Jun-30-1996
<PERIOD-START>                                 Jul-1-1996
<PERIOD-END>                                   Mar-31-1996
<EXCHANGE-RATE>                                1.000
<CASH>                                         $ 1,014,630
<SECURITIES>                                   1,625,515
<RECEIVABLES>                                  3,191,762
<ALLOWANCES>                                   0
<INVENTORY>                                    3,944,789
<CURRENT-ASSETS>                               10,085,572
<PP&E>                                         7,361,787
<DEPRECIATION>                                 2,870,163
<TOTAL-ASSETS>                                 14,881,402
<CURRENT-LIABILITIES>                          1,157,823
<BONDS>                                        600,000
<COMMON>                                        810,272
                          0
                                    0
<OTHER-SE>                                     0
<TOTAL-LIABILITY-AND-EQUITY>                   14,881,402
<SALES>                                        16,920,316
<TOTAL-REVENUES>                               16,920,316
<CGS>                                          11,067,879
<TOTAL-COSTS>                                  4,403,611
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             66,520
<INCOME-PRETAX>                                1,382,306
<INCOME-TAX>                                   558,049
<INCOME-CONTINUING>                            824,257
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   824,257
<EPS-PRIMARY>                                  4.31
<EPS-DILUTED>                                  4.31
        


</TABLE>


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