-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KCgV9YPr29JCS6SV2VRQvQZaG3NaJdLn0e5bIXahj/qOs1n/zqzGzZrhtIlZ0FKH mldbudtyS6G33sD4fKEjyQ== 0000950117-97-000634.txt : 19970414 0000950117-97-000634.hdr.sgml : 19970414 ACCESSION NUMBER: 0000950117-97-000634 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970228 FILED AS OF DATE: 19970411 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRYENCO SCIENCES INC CENTRAL INDEX KEY: 0000798044 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 521471630 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14996 FILM NUMBER: 97578492 BUSINESS ADDRESS: STREET 1: 3811 JOLIET ST CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033716332 MAIL ADDRESS: STREET 1: 3811 JOLIET STREET CITY: DENVER STATE: CO ZIP: 80239 FORMER COMPANY: FORMER CONFORMED NAME: GULF & MISSISSIPPI CORP DATE OF NAME CHANGE: 19920223 10-Q 1 CRYENCO SCIENCES, INC. 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number 0-14996 CRYENCO SCIENCES, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 52-1471630 - ------------------------------- ------------------------------------ (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 3811 Joliet Street, Denver, Colorado 80239 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (303) 371-6332 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 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 ----- ----- Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: Class A common stock, par value $.01 per share; 6,996,997 shares outstanding as of April 11, 1997. CRYENCO SCIENCES, INC. AND SUBSIDIARY TABLE OF CONTENTS PART I - FINANCIAL INFORMATION............................................... 3 Item 1. Introductory Comments..................................... 3 Consolidated Balance Sheets August 31, 1996 and February 28, 1997...................... 4 Consolidated Statements of Operations Three Month and Six Month Periods Ended February 29, 1996 and February 28, 1997.................... 6 Consolidated Statements of Cash Flows Six Month Periods Ended February 29, 1996 and February 28, 1997...................................... 7 Notes to Consolidated Financial Statements................. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............................................11 PART II - OTHER INFORMATION..................................................14 Item 4. Submission of Matters to a Vote of Security-Holders........14 Item 6. Exhibits and Reports on Form 8-K...........................15 SIGNATURES...................................................................20
2 CRYENCO SCIENCES, INC. AND SUBSIDIARY PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Introductory Comments: The Consolidated Financial Statements included herein have been prepared by Cryenco Sciences, Inc. (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. It is suggested that these Consolidated Financial Statements be read in conjunction with the financial information set forth in the Company's Annual Report for the fiscal year ended August 31, 1996. 3 CRYENCO SCIENCES, INC. CONSOLIDATED BALANCE SHEETS (In thousands)
AUGUST 31, FEBRUARY 28, 1996 1997 --------- ------------ (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 111 $ 50 Accounts receivable, trade (Note 2) 5,352 6,337 Accounts receivable, affiliate (Note 2) 1,423 -- Costs and estimated earnings in excess of billings on uncompleted contracts 3,944 3,066 Inventories (Note 3) 4,333 5,942 Prepaid expenses 57 125 ------- ------- Total current assets 15,220 15,520 Property and equipment: Leasehold improvements 739 865 Machinery and equipment 5,355 5,229 Office furniture and equipment 1,231 1,389 ------- ------- 7,325 7,483 Less accumulated depreciation 3,099 3,642 ------- ------- 4,226 3,841 Property on operating leases 604 54 Deferred financing costs 120 87 Goodwill 5,226 5,151 Other assets 308 255 ------- ------- Total assets $25,704 $24,908 ======= =======
4 CRYENCO SCIENCES, INC. CONSOLIDATED BALANCE SHEETS (In thousands)
AUGUST 31, FEBRUARY 28, 1996 1997 -------- --------- (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,224 $ 2,551 Accrued expenses 1,123 1,353 Accrued management fees 324 313 Current portion of long-term debt (Note 4) 1,382 1,390 Income tax payable 344 109 -------- -------- Total current liabilities 5,397 5,716 Long-term debt, less current portion (Note 4) 8,634 7,322 -------- -------- 14,031 13,038 Stockholders' equity: Preferred stock, $0.01 par value, authorized shares - 2,000,000, preferences, limitations and relative rights to be establishe the Board of Directors: Series A, nonvoting, 150,000 authorized shares, 67,838 and 68,517 issued and outstanding shares (aggregate liquidation preference of $678,380 and $685,170) 1 1 Common stock, $0.01 par value: Class A, voting, 21,500,000 authorized shares 6,996,997 shares issued and outstanding 70 70 Class B, nonvoting, 1,500,000 authorized shares, none issued or outstanding -- -- Additional paid-in capital 14,020 14,027 Warrants 169 169 Retained earnings (deficit) (2,587) (2,397) -------- -------- Total stockholders' equity 11,673 11,870 -------- -------- Total liabilities and stockholders' equity $ 25,704 $ 24,908 -------- -------- -------- --------
5 CRYENCO SCIENCES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) (Unaudited)
THREE MONTHS ENDED THREE MONTHS ENDED SIX MONTHS ENDED SIX MONTHS ENDED FEBRUARY 29, 1996 FEBRUARY 28, 1997 FEBRUARY 29, 1996 FEBRUARY 28, 1997 ------------------ ------------------ ----------------- ----------------- Contract revenue $ 8,929 $ 6,191 $ 16,187 $ 12,838 Cost of revenue 7,193 5,045 13,139 10,087 ----------- ----------- ----------- ----------- Gross profit 1,736 1,146 3,048 2,751 Selling, general and administrative expenses 840 598 1,539 1,486 Research and development expenses 229 169 431 330 Amortization expense 86 60 172 121 ----------- ----------- ----------- ----------- Operating income 581 319 906 814 Other (income) expense: Interest income -- -- (1) -- Interest expense 204 219 440 491 Other expense, net (1) (52) (5) (56) ----------- ----------- ----------- ----------- Income from operations before income taxes and extraordinary item 378 152 472 379 Income tax expense 139 56 174 140 ----------- ----------- ----------- ----------- Income from operations before extraordinary item 239 96 298 239 Extraordinary item (net of income tax benefit of $54) (Note 5) (93) -- (93) -- ----------- ----------- ----------- ----------- Net income $ 146 $ 96 $ 205 $ 239 =========== =========== =========== =========== Earnings per common and common equivalent share (Note 6) Income from operations before extraordinary item $ 0.03 $ 0.01 $ 0.03 $ 0.03 Extraordinary item (0.01) -- (0.01) -- ----------- ----------- ----------- ----------- Net income $ 0.02 $ 0.01 $ 0.02 $ 0.03 =========== =========== =========== =========== Weighted average number of shares and common equivalent shares outstanding 7,316,766 7,180,094 7,320,111 7,204,109 =========== =========== =========== ===========
6 CRYENCO SCIENCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
SIX MONTHS ENDED SIX MONTHS ENDED FEBRUARY 29, 1996 FEBRUARY 28, 1997 ----------------- ----------------- OPERATING ACTIVITIES Net income $ 205 $ 239 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 399 544 Amortization 378 154 Changes in operating assets and liabilities: Accounts receivable (1,386) 419 Costs and estimated earnings in excess of billings on uncompleted contracts 1,323 877 Inventories 287 (1,609) Income taxes 93 (235) Prepaid expenses and other assets (169) (62) Accounts payable (735) 528 Accrued expenses 235 44 -------- -------- Net cash provided by operating activities 630 899 -------- -------- INVESTING ACTIVITIES Purchases of property and equipment (380) (158) Proceeds from sale of operating lease property -- 550 -------- -------- Net cash provided (used) by investing activities (380) 392 -------- -------- FINANCING ACTIVITIES Payments of long-term debt (9,679) (15,781) Borrowings 9,486 14,477 Dividends paid on preferred stock (44) (48) -------- -------- Net cash (used) by financing activities (237) (1,352) -------- -------- Net increase (decrease) in cash and cash equivalents 13 (61) Cash and cash equivalents at beginning of period 632 111 -------- -------- Cash and cash equivalents at end of period $ 645 $ 50 -------- -------- -------- -------- Supplementary disclosure of cash flow information: Cash paid for interest $ 377 $ 471 Cash paid for taxes 100 375 Supplementary disclosures of noncash financing activity: Issuance of common stock in exchange for warrants exercised $ 2 $ -- Issuance of preferred stock in consideration for dividen payable -- 7 Equipment acquired and financed under capital leases 304 --
7 CRYENCO SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FEBRUARY 28, 1997 (Unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 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. Operating results for the three and six months ended February 28, 1997 are not necessarily indicative of the results that may be expected for the year ending August 31, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended August 31, 1996. 2. ACCOUNTS RECEIVABLE Certain amounts presented in Accounts receivable, affiliates at August 31, 1996 have been reclassified to Accounts receivable, trade at February 28, 1997, due to an ownership change in Applied LNG Technologies USA, LLC ("ALT"). During the quarter the Company sold its 49% interest in ALT to an affiliate of Golden Spread Energy, Inc., the 51% owner in ALT, for $49,000. 3. INVENTORIES Inventories (in thousands) consisted of the following:
AUGUST 31, FEBRUARY 28, 1996 1997 ------ ----- Raw Materials $ 3,344 $ 3,395 Finished goods and work-in-process 1,139 2,877 ------- ------- 4,483 6,272 Less reserve for obsolescence (150) (330) ------- ------- $ 4,333 $ 5,942 ------- ------- ------- -------
8 4. LONG-TERM DEBT Long-term debt (in thousands) at February 28, 1997 is comprised of the following: Note payable bearing interest at 14%, subordinated unsecured. Interest and principal payments of $275,000 are payable quarterly $1,150 Term loan maturing December 31, 1998 bearing interest at the reference rate (as defined in the loan agreement) plus 3/4% (9.0% at February 28, 1997) payable monthly Principal payments of $12,806 are payable monthly 538 Revolving credit facility maturing December 31, 1998 bearing interest at the reference rate (as defined in the loan agreement) plus up to an additional 1.0% depending upon financial performance (8.75% at February 28, 1997) 6,596 Other 428 ------ 8,712 Less current portion 1,390 ------ $7,322 ------ ------
The Company must comply with certain financial covenants in connection with its long-term debt, including the maintenance of certain financial ratios and restrictions on dividends. 9 5. EXTRAORDINARY ITEM - EARLY EXTINGUISHMENT OF DEBT As a result of the early retirement of the Chemical Bank debt and the partial payment on The CIT Group/Equity Investments, Inc. note, the Company recognized an extraordinary expense of $93,000 (net of the related tax benefit of $54,000) for the write down of deferred financing expenses related to these debts during the three months ended February 29, 1996. 6. EARNINGS PER SHARE Net earnings per share is computed using the weighted average number of shares of common stock outstanding for the period. When dilutive, stock options and warrants are included as share equivalents using the treasury stock method. In calculating net earnings per share, preferred dividends of $23,916 and $47,568 reduced the net earnings available to common stockholders for the three months and six months ended February 28, 1997, respectively. Fully diluted net earnings per common share is not significantly different from primary net earnings per common share. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Quarterly Report on Form 10-Q contains certain forward-looking statements that involve risks and uncertainties. Discussions containing such forward-looking statements may be found in the materials set forth below in "Management's Discussion and Analysis of Financial Condition and Results of Operations." The Company's actual results could differ materially from those anticipated in the forward-looking statements. Results of Operations - Three and Six Months Ended February 29, 1996 and February 28, 1997 Contract revenue decreased 30.7% to $6.2 million for the three months ended February 28, 1997 from $8.9 million for the three months ended February 29, 1996. Contract revenue for the first six months of the 1997 fiscal year decreased 20.7% to $12.8 million from $16.2 million for the same period of the preceding year. The quarterly decrease is the result of decreases in revenues from industrial gas and LNG trailers, MRI cryostats and components, and LNG fueling stations, which decreased $2.6 million, $837,000 and $340,000, respectively, over the corresponding period in the prior year. The Company does not believe that these decreases are indicative of a long-term trend. These decreases were offset somewhat by increased revenues from TVAC'r' intermodal containers and large horizontal storage tanks, which increased $699,000 and $525,000, respectively, over the corresponding 1996 period. For the six month period the decrease was primarily the result of the decrease in revenues from industrial gas and LNG trailers, MRI cryostats and components, and LNG fueling stations, which decreased $3.1 million, $1.1 million and $538,000, respectively, over the corresponding six month period in the prior year. These decreases were offset somewhat by increased revenues from TVAC'r' intermodal containers, spares and special cryogenic equipment, which increased $1.0 million, $191,000 and $136,000, respectively, over the corresponding 1996 period. Gross profit for the three months ended February 28, 1997 decreased 34.0% to $1.1 million, or 18.5% of contract revenue, from $1.7 million, or 19.4% of contract revenue, for the three months ended February 29, 1996. Gross profit for the first six months of the 1997 fiscal year decreased 9.7% to $2.8 million, or 21.4% of contract revenue, from $3.0 million, or 18.8% of contract revenue, for the same period of the previous year. The gross profit decrease for the quarter was the result of the reduced revenues combined with losses on LNG fueling station sales and unabsorbed manufacturing overhead expenses due to the reduced level of shop activity. For the six month period the decrease was primarily due to the reduced revenues and increased warranty costs, which were offset somewhat by the increased gross profit percentage. Selling, general and administrative expenses decreased 28.8% to $598,000 for the three months ended February 28, 1997 from $840,000 for the three months ended February 29, 1996, and increased as a percentage of contract revenue to 9.7% from 9.4% during the same period. Selling, general and administrative expenses for the first six months of fiscal 1997 decreased 3.4% to $1.49 million, or 11.6% of contract revenue, from $1.54 million, or 9.5% of contract revenue, 11 in the corresponding period in the prior year. The quarterly decrease is primarily due to the unaccrued reimbursement for sales expenses related to Applied LNG Technologies USA, LLC. Research and development costs decreased to $169,000 for the three months ended February 28, 1997 from $229,000 for the three months ended February 29, 1996, and to $330,000 for the first six months of fiscal 1997 compared to $431,000 for the comparable period of the prior year. This decrease is primarily the result of the decrease in expenditures for new LNG products, which is partially offset by increased expenditures for the Company's TADOPTR development. Amortization expense decreased to $60,000 for the three months ended February 28, 1997 from $86,000 for the three months ended February 29, 1996, and to $121,000 for the first six months of fiscal 1997 compared to $172,000 for the comparable period of the prior year due to the completion of the organization cost amortization in the prior year. Interest expense for the three months ended February 28, 1997 increased 7.4% to $219,000 from $204,000 for the three months ended February 29, 1996 and increased 11.6% to $491,000 for the first six months of the 1997 fiscal year from $440,000 for the same period of the preceding year. This increase is primarily due to increased levels of borrowing. Other non-operating items resulted in income of $52,000 for the three months ended February 28, 1997, compared to income of $1,000 in the comparable period of 1996, and income of $56,000 in the first six months of this year compared to income of $5,000 for the first six months of the 1996 fiscal year. The increase in income for both periods is attributable to the $49,000 profit on the sale of the Company's interest in Applied LNG Technologies USA, LLC. Income tax expense decreased to $56,000 for the three months ended February 28, 1997 from $139,000 for the three months ended February 29, 1996 and to $140,000 for the first six months of the fiscal year from $174,000 for the first six months of the prior year. The expense in both years is the result of taxable income for the periods and estimated annual tax rates. The resulting net income decreased to $96,000 for the three months ended February 28, 1997 from $146,000 for the corresponding prior year period, and increased to $239,000 for the six months ended February 28, 1997 from $205,000 for the corresponding six month period of the prior year. This change is the result of the cumulative effect of the above factors. Liquidity and Capital Resources At February 28, 1997 the Company's working capital was $9.8 million, which represented a current ratio of 2.7 to 1. Also, the Company's outstanding indebtedness under the Credit Agreement with FBS Business Finance Corporation ("FBS") was $7.1 million, of which $538,000 represented term indebtedness and $6.6 million represented revolving indebtedness. At February 28, 1997 the Company's outstanding indebtedness to The CIT Group/Equity Investments, Inc. was $1.2 million which represented subordinated indebtedness. Cash flow from operations for the six months ended February 28, 1997 resulted in cash provided in the amount of $899,000 compared to cash provided of $630,000 in the same period 12 of the prior year. In the current year, cash was provided primarily by the net income and by decreases in accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts and an increase in accounts payable. These increases in cash were somewhat offset by cash used for increased inventories. In the six months ended February 29, 1996 cash was provided primarily by net income and non-cash expenses. The Company believes that its existing capital resources, together with cash flow from future operations will be sufficient to meet its short term working capital needs. Additional financing may be required for future expansion of operations. 13 PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS The Company held its annual meeting of stockholders on January 23, 1997. The matters submitted to a vote of the Company's stockholders were (i) the election of five directors and (ii) ratification of the appointment of Ernst & Young LLP as independent auditors for the 1997 fiscal year. The Company's stockholders re-elected the entire Board of Directors consisting of Alfred Schechter, Jerome L. Katz, Russell R. Haines, Burton J. Ahrens and Ajit G. Hutheesing. The Company's stockholders ratified the Board of Director's appointment of Ernst & Young LLP as the Company's independent auditors for the 1997 fiscal year by a vote of 5,521,430 for, 55,851 against and 10,450 abstaining. 14 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits
Exhibit Description of Exhibits ------- ----------------------- 3.1 Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-2, File No. 33-48738, filed on June 19, 1992 (the "S-2 Registration Statement"). 3.2 By-laws of the Company, incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1, File No. 33-7532, filed on July 25, 1986. 3.3 Certificate of Amendment to the Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1995 (the "1995 Annual Report"). 3.4 Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company, incorporated by reference to Exhibit 3.4 to the Company's 1995 Annual Report. 3.5 Corrected Certificate of Amendment of Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.5 to the Company's 1995 Annual Report. 4.1 See Article Fourth of the Restated Certificate of Incorporation, as amended and corrected, of the Company (Exhibit 3.5 hereof), incorporated by reference to Exhibit 4.1 to the Company's 1995 Annual Report. 4.2 Forms of Common Stock and Class B Common Stock certificates of the Company, incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-4, File No. 33-43782, filed on December 19, 1991.
15 4.3 Registration Rights Agreement dated as of August 30, 1991 among Cryenco Holdings, Inc. ("CHI"), The CIT Group/Equity Investments, Inc. ("CIT"), Chemical Bank and the Investors named therein, incorporated by reference to Exhibit 4.3 to the Company's 1995 Annual Report. 4.4 Warrant Agreement dated as of August 30, 1991 between Chemical Bank, CHI and the Company, incorporated by reference to Exhibit 4.4 to the Company's 1995 Annual Report. 4.5 Letter Agreement dated April 15, 1992 among the Company, CIT and Chemical Bank relating to the Warrants referred to herein at Exhibits 4.8 and 4.9, incorporated by reference to Exhibit 4.9 to the S-2 Registration Statement. 4.6 Letter Agreement dated August 12, 1992 between the Company and Chemical Bank relating to the Warrants referred to herein at Exhibit 4.8, incorporated by reference to Exhibit 4.6 to the Company's 1995 Annual Report. 4.7 Letter Agreement dated August 12, 1992 between the Company and CIT relating to the Warrants referred to herein at Exhibit 4.9, incorporated by reference to Exhibit 4.7 to the Company's 1995 Annual Report. 4.8 Warrants issued to Chemical Bank each dated April 27, 1992, incorporated by reference to Exhibit 4.8 to the Company's 1995 Annual Report. 4.9 Warrants issued to CIT each dated April 27, 1992, incorporated by reference to Exhibit 4.9 to the Company's 1995 Annual Report. 4.10 Warrant issued to Dain Bosworth Incorporated dated August 20, 1992, incorporated by reference to Exhibit 4.12 to the S-2 Registration Statement. 4.11 Warrant Agreement dated as of March 12, 1993 between the Company and Alfred Schechter, incorporated by reference to Exhibit 4.11 to the Company's 1995 Annual Report. 4.12 Warrant Agreement dated as of March 12, 1993 between the Company and Don M. Harwell, incorporated by reference to Exhibit 4.12 to the Company's 1995 Annual Report.
16 4.13 Warrant Agreement dated as of March 12, 1993 between the Company and Mezzanine Capital Corporation Limited ("MCC"), incorporated by reference to Exhibit 4.13 to the Company's 1995 Annual Report. 4.14 Warrant issued to Alfred Schechter dated March 12, 1993, incorporated by reference to Exhibit 4.14 to the Company's 1995 Annual Report. 4.15 Warrant issued to Don M. Harwell dated March 12, 1993, incorporated by reference to Exhibit 4.15 to the Company's 1995 Annual Report. 4.16 Warrant issued to MCC dated March 12, 1993, incorporated by reference to Exhibit 4.16 to the Company's 1995 Annual Report. 4.17 Letter Agreement dated as of June 9, 1993 between the Company and Alfred Schechter with respect to the Exercise Price for the Warrant referred to herein at Exhibit 4.14, incorporated by reference to Exhibit 4.17 to the Company's 1995 Annual Report. 4.18 Letter Agreement dated as of June 9, 1993 between the Company and Don M. Harwell with respect to the Exercise Price for the Warrant referred to herein at Exhibit 4.15, incorporated by reference to Exhibit 4.18 to the Company's 1995 Annual Report. 4.19 Letter Agreement dated as of June 9, 1993 between the Company and MCC with respect to the Warrant referred to herein at Exhibit 4.16, incorporated by reference to Exhibit 4.19 to the Company's 1995 Annual Report. 4.20 Warrant issued to Chemical Bank dated November 24, 1993, incorporated by reference to Exhibit 4.20 to the Company's 1995 Annual Report. 4.21 Warrant issued to CIT dated November 24, 1993, incorporated by reference to Exhibit 4.21 to the Company's 1995 Annual Report.
17 4.22 Warrant Agreement dated as of January 26, 1995 between the Company and Alfred Schechter, incorporated by reference to Exhibit 4.22 to the Company's 1995 Annual Report. 4.23 Warrant Agreement dated as of January 26, 1995 between the Company and Don M. Harwell, incorporated by reference to Exhibit 4.23 to the Company's 1995 Annual Report. 4.24 Warrant Agreement dated as of January 26, 1995 between the Company and MCC, incorporated by reference to Exhibit 4.24 to the Company's 1995 Annual Report. 4.25 Warrant issued to Alfred Schechter dated January 26, 1995, incorporated by reference to Exhibit 4.25 to the Company's 1995 Annual Report. 4.26 Warrant issued to Don M. Harwell dated January 26, 1995, incorporated by reference to Exhibit 4.26 to the Company's 1995 Annual Report. 4.27 Warrant issued to MCC dated January 26, 1995, incorporated by reference to Exhibit 4.27 to the Company's 1995 Annual Report. 4.28 See the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company (Exhibit 3.4 hereof), incorporated by reference to Exhibit 4.28 to the Company's 1995 Annual Report. 4.29 Warrant Agreement dated as of June 8, 1994 between the Company and Cryogenic TADOPTR Company, L.P. and the Form of Warrant Certificate issued pursuant thereto, incorporated by reference to Exhibit 4.29 to the Company's 1995 Annual Report. 4.30 Warrant Agreement dated as of December 20, 1994 between the Company and The Edgehill Corporation, incorporated by reference to Exhibit 4.30 to the Company's 1995 Annual Report.
18 4.31 Warrant issued to The Edgehill Corporation dated as of December 20, 1994, incorporated by reference to Exhibit 4.31 to the Company's 1995 Annual Report. 4.32 Registration Rights Agreement dated as of December 20, 1994 among the Company, certain parties named therein and International Capital Partners, Inc., incorporated by reference to Exhibit 4.32 to the Company's 1995 Annual Report. 4.33 Form of Warrant issued to each of International Capital Partners, Inc. and the parties named in the Registration Rights Agreement dated as of December 20, 1994 (Exhibit 4.32 hereof), incorporated by reference to Exhibit 4.33 to the Company's 1995 Annual Report. *27 Financial Data Schedule pursuant to Article 5 of Regulation S-X filed with EDGAR filing only.
- ---------------- * Filed herewith (b) No reports on Form 8-K have been filed during the quarter ended February 28, 1997. 19 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. CRYENCO SCIENCES, INC. (Registrant) By: /s/ Alfred Schechter _____________________________ Alfred Schechter, Chairman of the Board, Chief Executive Officer and President /s/ James A. Raabe _____________________________ James A. Raabe, Chief Financial Officer April 11, 1997 20 EXHIBIT INDEX
Exhibit Description of Exhibits Page ------- ----------------------- ---- 3.1 Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-2, File No. 33-48738, filed on June 19, 1992 (the "S-2 Registration Statement"). 3.2 By-laws of the Company, incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1, File No. 33-7532, filed on July 25, 1986. 3.3 Certificate of Amendment to the Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1995 (the "1995 Annual Report"). 3.4 Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company, incorporated by reference to Exhibit 3.4 to the Company's 1995 Annual Report. 3.5 Corrected Certificate of Amendment of Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.5 to the Company's 1995 Annual Report. 4.1 See Article Fourth of the Restated Certificate of Incorporation, as amended and corrected, of the Company (Exhibit 3.5 hereof), incorporated by reference to Exhibit 4.1 to the Company's 1995 Annual Report. 4.2 Forms of Common Stock and Class B Common Stock certificates of the Company, incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-4, File No. 33-43782, filed on December 19, 1991.
E-1
Exhibit Description of Exhibits Page ------- ----------------------- ---- 4.3 Registration Rights Agreement dated as of August 30, 1991 among Cryenco Holdings, Inc. ("CHI"), The CIT Group/Equity Investments, Inc. ("CIT"), Chemical Bank and the Investors named therein, incorporated by reference to Exhibit 4.3 to the Company's 1995 Annual Report. 4.4 Warrant Agreement dated as of August 30, 1991 between Chemical Bank, CHI and the Company, incorporated by reference to Exhibit 4.4 to the Company's 1995 Annual Report. 4.5 Letter Agreement dated April 15, 1992 among the Company, CIT and Chemical Bank relating to the Warrants referred to herein at Exhibits 4.8 and 4.9, incorporated by reference to Exhibit 4.9 to the S-2 Registration Statement. 4.6 Letter Agreement dated August 12, 1992 between the Company and Chemical Bank relating to the Warrants referred to herein at Exhibit 4.8, incorporated by reference to Exhibit 4.6 to the Company's 1995 Annual Report. 4.7 Letter Agreement dated August 12, 1992 between the Company and CIT relating to the Warrants referred to herein at Exhibit 4.9, incorporated by reference to Exhibit 4.7 to the Company's 1995 Annual Report. 4.8 Warrants issued to Chemical Bank each dated April 27, 1992, incorporated by reference to Exhibit 4.8 to the Company's 1995 Annual Report. 4.9 Warrants issued to CIT each dated April 27, 1992, incorporated by reference to Exhibit 4.9 to the Company's 1995 Annual Report. 4.10 Warrant issued to Dain Bosworth Incorporated dated August 20, 1992, incorporated by reference to Exhibit 4.12 to the S-2 Registration Statement.
E-2
Exhibit Description of Exhibits Page ------- ----------------------- ---- 4.11 Warrant Agreement dated as of March 12, 1993 between the Company and Alfred Schechter, incorporated by reference to Exhibit 4.11 to the Company's 1995 Annual Report. 4.12 Warrant Agreement dated as of March 12, 1993 between the Company and Don M. Harwell, incorporated by reference to Exhibit 4.12 to the Company's 1995 Annual Report. 4.13 Warrant Agreement dated as of March 12, 1993 between the Company and Mezzanine Capital Corporation Limited ("MCC"), incorporated by reference to Exhibit 4.13 to the Company's 1995 Annual Report. 4.14 Warrant issued to Alfred Schechter dated March 12, 1993, incorporated by reference to Exhibit 4.14 to the Company's 1995 Annual Report. 4.15 Warrant issued to Don M. Harwell dated March 12, 1993, incorporated by reference to Exhibit 4.15 to the Company's 1995 Annual Report. 4.16 Warrant issued to MCC dated March 12, 1993, incorporated by reference to Exhibit 4.16 to the Company's 1995 Annual Report. 4.17 Letter Agreement dated as of June 9, 1993 between the Company and Alfred Schechter with respect to the Exercise Price for the Warrant referred to herein at Exhibit 4.14, incorporated by reference to Exhibit 4.17 to the Company's 1995 Annual Report. 4.18 Letter Agreement dated as of June 9, 1993 between the Company and Don M. Harwell with respect to the Exercise Price for the Warrant referred to herein at Exhibit 4.15, incorporated by reference to Exhibit 4.18 to the Company's 1995 Annual Report.
E-3
Exhibit Description of Exhibits Page ------- ----------------------- ---- 4.19 Letter Agreement dated as of June 9, 1993 between the Company and MCC with respect to the Warrant referred to herein at Exhibit 4.16, incorporated by reference to Exhibit 4.19 to the Company's 1995 Annual Report. 4.20 Warrant issued to Chemical Bank dated November 24, 1993, incorporated by reference to Exhibit 4.20 to the Company's 1995 Annual Report. 4.21 Warrant issued to CIT dated November 24, 1993, incorporated by reference to Exhibit 4.21 to the Company's 1995 Annual Report. 4.22 Warrant Agreement dated as of January 26, 1995 between the Company and Alfred Schechter, incorporated by reference to Exhibit 4.22 to the Company's 1995 Annual Report. 4.23 Warrant Agreement dated as of January 26, 1995 between the Company and Don M. Harwell, incorporated by reference to Exhibit 4.23 to the Company's 1995 Annual Report. 4.24 Warrant Agreement dated as of January 26, 1995 between the Company and MCC, incorporated by reference to Exhibit 4.24 to the Company's 1995 Annual Report. 4.25 Warrant issued to Alfred Schechter dated January 26, 1995, incorporated by reference to Exhibit 4.25 to the Company's 1995 Annual Report. 4.26 Warrant issued to Don M. Harwell dated January 26, 1995, incorporated by reference to Exhibit 4.26 to the Company's 1995 Annual Report. 4.27 Warrant issued to MCC dated January 26, 1995, incorporated by reference to Exhibit 4.27 to the Company's 1995 Annual Report.
E-4
Exhibit Description of Exhibits Page ------- ----------------------- ---- 4.28 See the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company (Exhibit 3.4 hereof), incorporated by reference to Exhibit 4.28 to the Company's 1995 Annual Report. 4.29 Warrant Agreement dated as of June 8, 1994 between the Company and Cryogenic TADOPTR Company, L.P. and the Form of Warrant Certificate issued pursuant thereto, incorporated by reference to Exhibit 4.29 to the Company's 1995 Annual Report. 4.30 Warrant Agreement dated as of December 20, 1994 between the Company and The Edgehill Corporation, incorporated by reference to Exhibit 4.30 to the Company's 1995 Annual Report. 4.31 Warrant issued to The Edgehill Corporation dated as of December 20, 1994, incorporated by reference to Exhibit 4.31 to the Company's 1995 Annual Report. 4.32 Registration Rights Agreement dated as of December 20, 1994 among the Company, certain parties named therein and International Capital Partners, Inc., incorporated by reference to Exhibit 4.32 to the Company's 1995 Annual Report. 4.33 Form of Warrant issued to each of International Capital Partners, Inc. and the parties named in the Registration Rights Agreement dated as of December 20, 1994 (Exhibit 4.32 hereof), incorporated by reference to Exhibit 4.33 to the Company's 1995 Annual Report. *27 Financial Data Schedule pursuant to Article 5 of Regulation S-X filed with EDGAR filing only.
- ---------------- * Filed herewith E-5 EX-27 2 EXHIBIT 27
5 THE REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED FEBRUARY 28, 1997 1,000 3-MOS AUG-31-1997 DEC-01-1996 FEB-28-1997 50 0 6,343 6 5,942 15,520 7,483 3,642 24,908 5,716 0 70 0 1 11,799 24,908 6,191 6,191 5,045 5,045 319 0 219 152 56 96 0 0 0 96 .01 .01 -----END PRIVACY-ENHANCED MESSAGE-----