-----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, VFbeLuuvZH31Q0GguJLRMQjALvodtTfH6n4iTPphZFxgCA9YTi8wffIX+1hd2gu9 gxD8VWiysDnZ+3sTB0Ap/Q== 0000950117-97-000057.txt : 19970115 0000950117-97-000057.hdr.sgml : 19970115 ACCESSION NUMBER: 0000950117-97-000057 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970114 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: 97505655 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 November 30, 1996 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 January 10, 1997. CRYENCO SCIENCES, INC. AND SUBSIDIARY TABLE OF CONTENTS
Page PART I - FINANCIAL INFORMATION ................................. 3 Item 1. Introductory Comments ......................... 3 Consolidated Balance Sheets August 31, 1996 and November 30, 1996 ............. 4 Consolidated Statements of Operations Three Month Periods Ended November 30, 1995 and November 30, 1996 ........................ 6 Consolidated Statements of Cash Flows Three Month Periods Ended November 30, 1995 and November 30, 1996 ........................ 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 .................................... 13 Item 6. Exhibits and Reports on Form 8-K .............. 13 SIGNATURES ..................................................... 18
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, NOVEMBER 30, 1996 1996 ---------- ------------ (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 111 $ 22 Accounts receivable 5,352 4,645 Accounts receivable - affiliate 1,423 1,204 Costs and estimated earnings in excess of billings on uncompleted contracts 3,944 3,597 Inventories (Note 2) 4,333 4,790 Prepaid expenses 57 109 ------------ ----------- Total current assets 15,220 14,367 Property and equipment: Leasehold improvements 739 763 Machinery and equipment 5,355 5,505 Office furniture and equipment 1,231 1,231 ------------ ----------- 7,325 7,499 Less accumulated depreciation 3,099 3,368 ------------ ----------- 4,226 4,131 Property on operating leases 604 582 Deferred financing costs 120 105 Goodwill 5,226 5,189 Other assets 308 315 ------------ ------------- Total assets $25,704 $24,689 ------------ ------------- ------------ -------------
4 CRYENCO SCIENCES, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts)
AUGUST 31, NOVEMBER 30, 1996 1996 --------- ------------ (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,224 $ 1,856 Accrued expenses 1,123 1,515 Accrued management fees 324 334 Current portion of long-term debt (Note 3) 1,382 1,386 Income tax payable 344 52 -------- -------- Total current liabilities 5,397 5,143 Long-term debt, less current portion (Note 3) 8,634 7,748 -------- -------- 14,031 12,891 Stockholders' equity: Preferred stock, $0.01 par value, authorized shares - 2,000,000, preferences, limitations and relative rights to be established by 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) (2,469) -------- -------- Total stockholders' equity 11,673 11,798 -------- -------- Total liabilities and stockholders' equity $ 25,704 $ 24,689 -------- -------- -------- --------
5 CRYENCO SCIENCES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) (Unaudited)
THREE MONTHS ENDED THREE MONTHS ENDED NOVEMBER 30, 1995 NOVEMBER 30, 1996 ------------------ ------------------ Contract revenue $ 7,259 $ 6,648 Cost of revenue 5,945 5,043 ----------- ----------- Gross profit 1,314 1,605 Selling, general and administrative expenses 700 889 Research and development expenses 202 161 Amortization expense 86 61 ----------- ----------- Operating income 326 494 Other (income) expense: Interest income (1) -- Interest expense 236 272 Other expense, net (3) (5) ----------- ----------- Income before income taxes 94 227 ----------- ----------- Income tax expense 34 84 ----------- ----------- Net income $ 60 $ 143 ----------- ----------- ----------- ----------- Earnings per common and 0.01 0.02 common equivalent share (Note 4) $ ------------- $ -------------- ------------- -------------- Weighted average number of shares and common equivalent shares outstanding 7,467,511 7,221,512 ----------- ----------- ----------- -----------
6 CRYENCO SCIENCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
THREE MONTHS ENDED THREE MONTHS ENDED NOVEMBER 30, 1995 NOVEMBER 30, 1996 --------------------- --------------------- OPERATING ACTIVITIES Net income $ 60 $ 143 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation 188 291 Amortization 121 77 Changes in operating assets and liabilities: Accounts receivable 220 926 Costs and estimated earnings in excess of billings on uncompleted contracts 861 347 Inventories (690) (457) Income taxes (31) (292) Prepaid expenses and other assets 9 (84) Accounts payable 253 (358) Accrued expenses (32) 399 ----------- ------------- Net cash provided (used) by operating activities 959 992 ------------ ------------- INVESTING ACTIVITIES Purchases of property and equipment (197) (174) ----------- ------------- Net cash (used) by investing activities (197) (174) ------------ ------------- FINANCING ACTIVITIES Payments of long-term debt (400) (8,522) Borrowings -- 7,640 Dividends paid on preferred stock (22) (25) ----------- ------------- Net cash (used) by financing activities (422) (907) Net increase (decrease) in cash and cash equivalents 340 (89) Cash and cash equivalents at beginning of period 632 111 ------------ ------------- Cash and cash equivalents at end of period $ 972 $ 22 ------------ ------------- ------------ ------------- Supplementary disclosure of cash flow information: Cash paid for interest $ 202 $ 265 Cash paid for taxes 100 375 Supplementary disclosures of noncash financing activity: Issuance of preferred stock in consideration for dividend payable $ -- $ 7
7 CRYENCO SCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOVEMBER 30, 1996 (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 months ended November 30, 1996 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. INVENTORIES Inventories (in thousands) consisted of the following:
AUGUST 31, NOVEMBER 30, 1996 1996 ---------- ----------- Raw materials $ 3,344 $ 3,149 Finished goods and work-in-process 1,139 1,791 ---------- ------------ 4,483 4,940 Less reserve for obsolescence (150) (150) ---------- ------------ $ 4,333 $ 4,790 ---------- ------------ ---------- ------------
8 3. LONG-TERM DEBT Long-term debt at November 30, 1996 is comprised of the following:
(In thousand) -------------- Note payable bearing interest at 14%, subordinated unsecured. Interest and principal payments of $275,000 are payable quarterly. $ 1,425 Term loan maturing December 31, 1998 bearing interest at the reference rate (as defined in the loan agreement) plus 3/4% (9.0 at November 30, 1996) payable monthly. Principal payments of $12,806 are payable monthly. 576 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 November 30, 1996). 6,673 Other 460 ------------ 9,134 Less current portion 1,386 ------------ $ 7,748 ------------ ------------
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. The Company was out of compliance with one of these financial covenants at November 30, 1996, and has received a waiver for this violation covering an indefinite time period. 9 4. 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 $22,293 reduced the net earnings available to common stockholders for the three months ended November 30, 1996 and 1995, 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 Months Ended November 30, 1995 and November 30, 1996 Contract revenue decreased 8.4% to $6.6 million for the three months ended November 30, 1996 from $7.3 million for the three months ended November 30, 1995. The decrease is the result of decreases in revenue from industrial gas trailers, large horizontal storage tanks and LNG fueling stations, which decreased $466,000, $433,000 and $198,000, 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 spares, which increased $285,000 and $234,000, respectively, over the corresponding 1995 period. Gross profit for the three months ended November 30, 1996 increased 22.1% to $1.6 million, or 24.1% of contract revenue, from $1.3 million, or 18.1% of contract revenue, for the three months ended November 30, 1995. The gross profit improved despite the reduction in revenue due to increased gross margins in most product categories, particularly industrial trailers. Selling, general and administrative expenses increased 27.0% to $889,000 for the three months ended November 30, 1996 from $700,000 for the three months ended November 30, 1995, and increased as a percentage of contract revenue to 13.4% from 9.6% during the same period. This increase is primarily due to increased sales expenses, as well as additional depreciation expense related to computer and communication equipment. Research and development costs decreased to $161,000 for the three months ended November 30, 1996 from $202,000 for the three months ended November 30 1995. This decrease is primarily the result of the decrease in expenditures for the Company's TADOPTR development. Amortization expense decreased to $61,000 for the three months ended November 30, 1996 from $86,000 for the three months ended November 30, 1995, as these costs were fully amortized at August 31, 1996. Interest expense for the three months ended November 30, 1996 increased 15.3% to $272,000 from $236,000 for the three months ended November 30, 1995. This increase is due to increased levels of borrowing offset somewhat by lower rates of interest. Other non-operating items were virtually unchanged from the same period of the prior year. Income tax expense increased to $84,000 for the three months ended November 30, 1996 from $34,000 for the three months ended November 30, 1995. The expense in both years is the result of taxable income for the periods and estimated annual tax rates. 11 The resulting net income increased to $143,000 for the three months ended November 30, 1996 from $60,000 for the corresponding prior year period. This improvement is the result of the cumulative effect of the above factors. Liquidity and Capital Resources At November 30, 1996, the Company's working capital was $9.2 million, which represented a current ratio of 2.8 to 1. Also, the Company's outstanding indebtedness under the Credit Agreement with FBS Business Finance Corporation ("FBS") was $7.2 million, of which $576,000 represented term indebtedness and $6.7 million represented revolving indebtedness. At November 30, 1996, the Company's outstanding indebtedness to The CIT Group/Equity Investments, Inc. ("CIT") was $1.4 million which represented subordinated indebtedness. Cash flow from operations for the three months ended November 30, 1996 resulted in cash provided in the amount of $992,000 compared to cash provided of $959,000 in the same period of the prior year. In the current three month period, cash was provided by net income and by decreases in accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts. These increases in cash were somewhat offset by cash used for increased inventories and decreased accounts payable. 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. The Company was out of compliance with one of these financial covenants at November 30, 1996, and has received a waiver from FBS for this violation covering an indefinite time period. 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, as necessary. 12 PART II - OTHER INFORMATION 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. 13 4.3 Registration Rights Agreement dated as of August 30, 1991 among Cryenco Holdings, Inc. ("CHI"), 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 14 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. 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. 15 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. 16 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 Date Schedule pursuant to Article 5 of Regulation S-X filed with EDGAR filing only. (b) No reports on Form 8-K have been filed during the quarter ended November 30, 1996. - ---------------- * Filed herewith 17 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 January 13, 1997 18 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. 4.3 Registration Rights Agreement dated as of August 30, 1991 among Cryenco Holdings, Inc. ("CHI"), 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. 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. 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. 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 Date Schedule pursuant to Article 5 of Regulation S-X filed with EDGAR filing only. - ---------------- * Filed herewith STATEMENT OF DIFFERENCES The registered trademark symbol shall be expressed as ......................'r' EX-27 2 EXHIBIT 27
5 The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 1996 1,000 3-MOS AUG-31-1997 SEP-01-1996 NOV-30-1996 22 0 5,852 3 4,790 14,367 7,499 3,368 24,689 5,143 0 70 0 1 11,727 24,689 6,648 6,648 5,043 5,043 494 0 272 227 84 143 0 0 0 143 .02 .02 -----END PRIVACY-ENHANCED MESSAGE-----