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Previous: ST CLAIR FUNDS INC, 497, 1997-01-08 |
Next: MCNEIL REAL ESTATE FUND XX L P, SC 14D1/A, 1997-01-08 |
<PAGE>
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 NOVEMBER 30, 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, NY 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
--- ---
4,100,456 Common shares were outstanding as of January 6, 1997.
<PAGE>
PRESSURE PIPING COMPONENTS, INC.
INDEX
Page
Number
------
Part I. Financial Information:
Item 1. Financial Statements:
Balance Sheets as of
November 30, 1996 and May 31, 1996 1
Statements of Operations for
the three and six month periods
ended November 30, 1996 and 1995 2
Statements of Cash Flows
for the six month periods ended
November 30, 1996 and 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)
----------------------
November 30, May 31,
1996 1996
---------- --------
ASSETS
Current assets:
Cash and cash equivalents $2,685 $2,658
---------- --------
Total current assets 2,685 2,658
Other assets 1 1
---------- --------
$2,686 $2,659
---------- --------
---------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses $9 $20
---------- --------
Total current liabilities 9 20
Stockholders' equity:
Common stock 461 461
Paid-in capital 11,803 11,803
Accumulated deficit (9,404) (9,442)
---------- --------
2,860 2,822
Less: Treasury stock at cost 183 183
---------- --------
Total Stockholders' Equity 2,677 2,639
---------- --------
$2,686 $2,659
---------- --------
---------- --------
See notes to consolidated financial statements.
-1-
<PAGE>
PRESSURE PIPING COMPONENTS, INC
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
(000 Omitted)
----------------------------------------------
Three Months Ended Six Months Ended
--------------------- ----------------------
November 30, November 30,
--------------------- ----------------------
1996 1995 1996 1995
------- --------- -------- ----------
<S> <C> <C> <C> <C>
Investment income $26 $29 $53 $60
General and administrative expenses 7 16 15 21
------- -------- ------- --------
INCOME BEFORE INCOME TAX PROVISION 19 13 38 39
Income tax provision - - - -
------- -------- ------- --------
NET INCOME $19 $13 $38 $39
------- -------- ------- --------
------- -------- ------- --------
Average common shares outstanding 4,100 4,100
------- --------
------- --------
Net income per share $ - $ - $ .01 $ .01
------- -------- ------- --------
------- -------- ------- --------
</TABLE>
See notes to financial statements.
-2-
<PAGE>
PRESSURE PIPING COMPONENTS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
(000 Omitted)
---------------------
Six Months Ended
---------------------
November 30,
---------------------
1996 1995
------- ---------
Cash flows from operating activities:
Net income $38 $39
Adjustments to reconcile net earnings
to net cash provided (used) by
operating activities:
Decrease in accrued expenses (11) (17)
Decrease in other assets 9
------- ---------
Net cash provided by (used in) operating
activities 27 31
Cash and equivalents - beginning of year 2,658 2,604
------- ---------
Cash and equivalents - end of period $2,685 $2,635
------- ---------
------- ---------
See notes to consolidated 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, 1996.
Note B - Subsequent Event
At a special meeting of shareholders held December 10, 1996, a resolution
to disolve the corporation was approved by a majority of the outstanding shares.
It is expected that shareholders will receive the proceeds from the liquidation
of Pressure Piping Components, Inc. in early January 1997.
-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 had been the Company's intention to explore investment
opportunities, our limited resources made this task a difficult one. As a
result, at a special meeting of shareholders held December 10, 1996, the Board
of Directors sought and received approval of a majority of shareholders to
dissolve the Company. At November 30, 1996, the Company had $2,685,000 of cash,
cash equivalents - primarily bank time deposits. It is the intention of the
Company to distribute these funds, net of any final expenses, to shareholders in
early January 1997.
-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: JANUARY 6, 1997
---------------
-7-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000747675
<NAME> PRESSURE PIPING COMPONENTS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-END> NOV-30-1996
<CASH> 2,685
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,685
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,686
<CURRENT-LIABILITIES> 9
<BONDS> 0
0
0
<COMMON> 461
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,686
<SALES> 0
<TOTAL-REVENUES> 53
<CGS> 0
<TOTAL-COSTS> 15
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 38
<INCOME-TAX> 0
<INCOME-CONTINUING> 38
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 38
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
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