UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 1996
-----------------
Commission file number 0-12574
-------
Pressure Piping Components, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
A Delaware Corporation I.R.S. Employer Identification 11-2684265
3333 New Hyde Park Road, North Hills, New York 11042
Registrant's telephone number, including area code: (516) 365-4466
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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
--- ---
4,100,576 Common shares were outstanding as of April 8, 1996.
<PAGE>
PRESSURE PIPING COMPONENTS, INC.
INDEX
Page
Number
------
Part I. Financial Information:
Item 1. Financial Statements:
Balance Sheets as of
February 29, 1996 and May 31, 1995 . . . . . . . . . . . . . 1
Statements of Operations for
the three and nine month periods ended
February 29, 1996 and February 28, 1995 . . . . . . . . . . 2
Statements of Cash Flows
for the nine months ended
February 29, 1996 and February 28, 1995 . . . . . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . 4
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations . . . . . . . . . . . . . . . . . . . . . . . 5
Part II. Other Information:
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 6
<PAGE>
PRESSURE PIPING COMPONENTS, INC.
BALANCE SHEETS
(Unaudited)
(000 Omitted)
-----------------------
February 29, May 31,
1996 1995
---------- ---------
ASSETS
Current assets:
Cash and equivalents $2,645 $2,604
Other - 9
---------- ---------
Total current assets 2,645 2,613
Other assets 1 1
---------- ---------
$2,646 $2,614
---------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses $- $22
---------- ---------
Total current liabilities - 22
Stockholders' equity:
Common stock, $.10 par value 461 461
Paid-in capital 11,803 11,803
Accumulated deficit 9,435 (9,489)
---------- ---------
2,829 2,775
Less: Treasury stock at cost 183 183
---------- ---------
TOTAL STOCKHOLDERS' EQUITY 2,646 2,592
---------- ---------
$2,646 $2,614
========== =========
See notes to financial statements.
-1-
<PAGE>
PRESSURE PIPING COMPONENTS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
(000 Omitted)
----------------------------------------
Three Months Ended Nine Months Ended
-------------------- -------------------
Feb. 29, Feb. 28, Feb. 29, Feb. 28,
-------------------- -------------------
1996 1995 1996 1995
--------- ---------- --------- ---------
Investment income $28 $27 $88 $77
General and administrative expenses 13 7 34 22
--------- ---------- --------- ---------
INCOME BEFORE INCOME PROVISION 15 20 54 55
Income tax provision - - - -
--------- ---------- --------- ---------
NET INCOME $15 $20 $54 $55
========= ========== ========= =========
Average common shares outstanding 4,100 4,100
========= =========
Net income per share $- $- $.01 $ .01
========= ========== ========= =========
See notes to financial statements.
-2-
<PAGE>
PRESSURE PIPING COMPONENTS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
(000 Omitted)
---------------------
Nine Months Ended
---------------------
Feb. 29, Feb. 28,
1996 1995
---------- ----------
Cash flows from operating activities:
Net earnings $54 $55
Adjustments to reconcile net earnings
to net cash used by operating activities:
Decrease in accrued expenses (22) (48)
Decrease in other assets 9 -
---------- ----------
Net cash provided by operating activities 41 7
Cash and equivalents at beginning of year 2,604 2,583
---------- ----------
Cash and equivalents at end of period $2,645 $2,590
========== ==========
See notes to financial statements
-3-
<PAGE>
PRESSURE PIPING COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
Note A - Basis of Presentation
The accompanying financial statements of Pressure Piping Components, Inc.
(Company) have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. The results of operations of any interim
period are subject to year-end audit and adjustments, and are not necessarily
indicative of the results of operations for the fiscal year. Certain amounts
previously reported to stockholders have been reclassified to conform to the
current period presentation; these reclassifications were not material in
amount. For further information, refer to the financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended May 31, 1995.
-4-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
With the sale of its last remaining operating assets on August 7, 1985, the
Company effectively ceased its operations. Since that time the Company has
invested the funds generated from the sale of its former businesses primarily in
U.S. Treasury Bills, U.S. government-backed municipal obligations and bank time
deposits while it has explored several alternatives relating to the future of
the Company including the acquisition of several businesses.
While it remains the company's intention to continue to explore investment
opportunities, the current credit environment, as well as our own limited
resources, has made this task a difficult one. At February 29, 1996, the
Company had $2,645,000 of cash, cash equivalents - primarily bank time deposits.
It is the intention of the Company to utilize these funds as well as obtainable
debt instruments in financing a suitable acquisition.
Investment income has increased in the current period due to an increase in
interest rates.
The Company has adequate working capital and investment income to fund
general and administrative expenses.
-5-
<PAGE>
PART II - OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
None.
-6-
<PAGE>
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 thereunto duly authorized.
PRESSURE PIPING COMPONENTS, INC.
By: /s/ David A. Wingate
-----------------------------------
David A. Wingate, President
By: /s/ Victor J. Galgano
-----------------------------------
Victor J. Galgano, Vice President
& Chief Financial Officer
Date: April 8, 1996
-------------
-7-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000747675
<NAME> PRESSURE PIPING COMPONENTS, INC.
<MULTIPLIER> 1,000
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-END> FEB-29-1996
<CASH> 2,645
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,645
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,646
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 461
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,646
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 34
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (88)
<INCOME-PRETAX> 54
<INCOME-TAX> 0
<INCOME-CONTINUING> 54
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
