<PAGE>
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 May 31, 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 July 12,
1996.
<PAGE>
CRYENCO SCIENCES, INC. AND SUBSIDIARY
TABLE OF CONTENTS
-----------------
Page
----
PART I - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . 3
Item 1. Financial Statements . . . . . . . . . . . . . . 3
Introductory Comments. . . . . . . . . . . . . . . . 3
Consolidated Balance Sheets
August 31, 1995 and May 31, 1996 . . . . . . . . . . 4
Consolidated Statements of Operations
Three Month and Nine Month Periods Ended
May 31, 1995 and May 31, 1996. . . . . . . . . . . . 6
Consolidated Statements of Cash Flows
Nine Month Periods Ended May 31,
1995 and May 31, 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 . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . 14
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . 19
2
<PAGE>
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, 1995.
3
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CRYENCO SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
AUGUST 31, MAY 31,
1995 1996
---------- ----------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 632 $ 107
Accounts receivable 2,821 6,715
Costs and estimated earnings in excess of
billings on uncompleted contracts 6,707 4,766
Inventories (NOTE 2) 4,208 4,194
Prepaid expenses 116 162
------- --------
Total current assets 14,484 15,944
Property and equipment:
Leasehold improvements 684 684
Machinery and equipment 3,979 5,414
Office furniture and equipment 402 782
------- --------
5,065 6,880
Less accumulated depreciation 2,249 2,860
------- --------
2,816 4,020
Deferred financing costs 256 136
Organizational costs 103 26
Goodwill 5,375 5,263
Other assets 343 282
------- --------
Total assets $23,377 $25,671
------- --------
------- --------
4
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CRYENCO SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
AUGUST 31, MAY 31,
1995 1996
---------- ----------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,469 $ 2,511
Accrued expenses 877 1,003
Accrued management fees 324 354
Customer deposits 3 37
Current portion of long-term debt (NOTE 3) 1,593 1,038
Income tax payable 246 279
--------- ---------
Total current liabilities 6,512 5,222
Long-term debt, less current portion (NOTE 3) 5,629 8,864
--------- ---------
12,141 14,086
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 issued
and outstanding shares (aggregate
liquidation preference of $678,380) 1 1
Common stock, $0.01 par value:
Class A, voting, 21,500,000 authorized
shares, 6,842,828 and 6,996,997 shares
issued and outstanding 68 70
Class B, nonvoting, 1,500,000 authorized
shares, none issued or outstanding -- --
Additional paid-in capital 14,022 14,020
Warrants 169 169
Retained earnings (deficit) (3,024) (2,675)
--------- ---------
Total stockholders' equity 11,236 11,585
--------- ---------
Total liabilities and stockholders' equity $23,377 $25,671
--------- ---------
--------- ---------
5
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CRYENCO SCIENCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended Nine Months Ended NINE MONTHS ENDED
May 31, 1995 May 31, 1996 May 31, 1995 MAY 31, 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Contract revenue $ 6,921 $ 8,259 $ 18,792 $ 24,555
Cost of revenue 5,518 6,405 15,180 19,544
Gross profit 1,403 1,854 3,612 5,011
--------------- -------------- --------------- --------------
Selling, general and
administrative expenses 728 894 2,107 2,433
Research and development
expenses 10 277 27 708
Amortization expense 87 87 265 259
--------------- -------------- --------------- --------------
Operating income 578 596 1,213 1,611
Other (income) expense:
Interest income (6) -- (13) (1)
Interest expense 255 226 736 666
Other expense, net 28 32 58 136
--------------- -------------- --------------- --------------
Income from operations before
income taxes and extraordinary
item 301 338 432 810
Income tax expense 105 126 151 300
--------------- -------------- --------------- --------------
Income from operations before
extraordinary item 196 212 281 510
Extraordinary item (net of
income tax benefit of $54)
(NOTE 4) -- -- -- (93)
--------------- -------------- --------------- --------------
Net income $ 196 $ 212 $ 281 $ 417
--------------- -------------- --------------- --------------
--------------- -------------- --------------- --------------
Earnings per common and
common equivalent share
(NOTE 5)
Income from operations
before extraordinary item $ 0.03 $ 0.03 $ 0.04 $ 0.06
Extraordinary item -- -- -- (0.01)
--------------- -------------- --------------- --------------
Net income $ 0.03 $ 0.03 $ 0.04 $ 0.05
--------------- -------------- --------------- --------------
--------------- -------------- --------------- --------------
Weighted average number of
shares and common
equivalent shares
outstanding 6,245,440 7,318,413 5,969,890 7,320,789
--------------- -------------- --------------- --------------
--------------- -------------- --------------- --------------
</TABLE>
6
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CRYENCO SCIENCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
NINE MONTHS ENDED NINE MONTHS ENDED
MAY 31, 1995 MAY 31, 1996
------------ ------------
OPERATING ACTIVITIES
Net income $ 281 $ 417
Adjustments to reconcile net income
to net cash used by operating
activities:
Depreciation 497 611
Amortization 357 482
Changes in operating assets
and liabilities:
Accounts receivable 329 (3,894)
Costs and estimated
earnings in excess of
billings on uncompleted
contracts (1,289) 1,941
Inventories (2,251) 14
Income taxes 88 33
Prepaid expenses and
other assets 339 (159)
Accounts payable (33) (958)
Accrued expenses 1,819 156
Customer deposits (556) 34
----------- ----------
Net cash used by operating activities (419) (1,323)
----------- ----------
INVESTING ACTIVITIES
Purchases of property and equipment (1,394) (1,510)
----------- ----------
Net cash used by investing activities (1,394) (1,510)
----------- ----------
FINANCING ACTIVITIES
Payments of long-term debt (998) (17,309)
Borrowings -- 19,684
Dividends paid on preferred stock (61) (67)
Sale of common stock and common stock
warrants 2,305 --
----------- ----------
Net cash provided by financing
activities 1,246 2,308
----------- ----------
Net decrease in cash and cash
equivalents (567) (525)
Cash and cash equivalents at beginning
of period 779 632
----------- ----------
Cash and cash equivalents at end of
period $ 212 $ 107
----------- ----------
----------- ----------
Supplementary disclosure of cash flow
information:
Cash paid for interest $ 421 $ 590
Cash paid for taxes -- 319
Supplementary disclosure of noncash
financing activity:
Issuance of common stock in
exchange for warrants
exercised
$ 1 $ 2
Equipment acquired and financed
under capital leases 308 304
7
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CRYENCO SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1996
(Unaudited, except information for the fiscal year ended August 31, 1995)
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 nine months ended May 31,
1996 are not necessarily indicative of the results that may be expected for the
year ending August 31, 1996. 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, 1995.
2. INVENTORIES
Inventories (in thousands) consisted of the following:
AUGUST 31, MAY 31,
1995 1996
-------- --------
Raw materials $ 3,514 $ 3,478
Finished goods and work-in-process 794 943
-------- --------
4,308 4,421
Less reserve for obsolescence (100) (227)
-------- --------
$4,208 $4,194
-------- --------
-------- --------
8
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3. LONG-TERM DEBT
Long-term debt (in thousands) at May 31, 1996 is comprised of the
following:
Note payable bearing interest at 14%,
subordinated unsecured. Interest is payable
quarterly and principal payments of
$275,000 are due beginning November 30,
1996. $1,700
Revolving credit facility maturing
December 31, 1998.
Interest is payable monthly at the
reference rate (as defined in the loan
agreement) plus 0.25% (8.50% at May 31,
1996). 7,154
Term loan facility maturing December 31,
1998. Interest is payable monthly at the
reference rate (as defined in the loan
agreement) plus 0.75% (9.0% at May 31,
1996). Principal payments are due
monthly beginning September 15, 1996
based on a 48 month amortization of the
August 31, 1996 principal balance. 528
Other 520
--------
9,902
Less current portion 1,038
--------
$8,864
--------
--------
In December 1995, the Company entered into a Credit and Security Agreement
with FBS Business Finance Corporation ("FBS"). Under the agreement, FBS is
providing a revolving loan facility of up to $10,000,000 and a term loan
facility of up to $2,960,000, subject to the amount of the Company's borrowing
base and manufacturing equipment additions in the fiscal year ending August 31,
1996, respectively. The revolving loan initially bore interest at the First
Bank National Association reference rate (the "Reference Rate") plus 0.5%, while
the term loan initially bore interest at the Reference Rate plus 0.75%. The
revolving loan has a provision for incentive pricing whereby the rate may adjust
upward or downward depending upon the future performance of the Company.
On January 16, 1996, the Company obtained the initial funding under the
revolving loan in the amount of $5,825,000. The proceeds of this loan were used
to retire the outstanding Chemical Bank revolving credit facility ($2,200,000),
to retire the outstanding Chemical Bank term loan ($2,125,000), to make a
partial payment on the outstanding note payable ($500,000) to the CIT
Group/Equity Investments, Inc. ("CIT"), and for general corporate purposes
($1,000,000).
9
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4. 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 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.
5. 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 $22,538 and
$67,123 reduced the net earnings available to common stockholders for the three
months and nine months ended May 31, 1996, respectively. Fully diluted net
earnings per common share is not significantly different from primary net
earnings per common share.
10
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
-------------------------------------------------
RESULTS OF OPERATIONS - THREE AND NINE MONTHS ENDED
MAY 31, 1995 AND MAY 31, 1996
Contract revenue increased 19.3% to $8.3 million for the three months ended
May 31, 1996 from $6.9 million for the three months ended May 31, 1995.
Contract revenue for the first nine months of the 1996 fiscal year increased
30.7% to $24.6 million from $18.8 million for the same period of the preceding
year. The quarterly increase is primarily the result of increases in revenue
from industrial gas trailers, LNG trailers, and MRI cryostats and components,
which increased $657,000, $612,000 and $602,000, respectively, over the
corresponding period in the prior year. These increases were offset somewhat by
decreased revenues from TVAC-Registered Trademark- intermodal containers, which
decreased $590,000 over the corresponding 1995 period. For the nine month
period, the increase was primarily the result of the increase in revenues from
industrial gas trailers and LNG trailers, which increased $4.3 million and $1.5
million, respectively, over the corresponding nine month period of the prior
year.
Gross profit for the three months ended May 31, 1996 increased 32.1% to
$1.9 million, or 22.4% of contract revenue, from $1.4 million, or 20.3% of
contract revenue, for the three months ended May 31, 1995. Gross profit for the
first nine months of the 1996 fiscal year increased 38.7% to $5.0 million, or
20.4% of contract revenue, from $3.6 million, or 19.2% of contract revenue, for
the same period of the previous year. The gross profit improvement was the
result of increased revenue coupled with reductions in unabsorbed manufacturing
overhead expenses and warranty costs compared to the same periods of the prior
year.
Selling, general and administrative expenses increased 22.8% to $894,000
for the three months ended May 31, 1996 from $728,000 for the three months ended
May 31, 1995, and increased as a percentage of contract revenue to 10.8% from
10.5% during the same periods. Selling, general and administrative expenses for
the first nine months of fiscal 1996 increased 15.5% to $2.4 million or 9.9% of
contract revenue from $2.1 million or 11.2% of contract revenue compared to the
corresponding period in the prior year. The increases are primarily due to
increases in numerous administrative areas to support the increased level of
business. Research and development costs increased to $277,000 for the three
months ended May 31, 1996 from $10,000 for the three months ended May 31, 1995,
and to $708,000 for the first nine months of fiscal 1996 compared to $27,000 for
the comparable period of the prior year. The increase in the current period is
primarily the result of the Company's funding of additional development of LNG
dispensing and storage equipment, while the increase in the nine month period
also included continuing funding of TADOPTR development. Amortization expense
was essentially unchanged from the prior three month and nine month periods.
Interest expense for the three months ended May 31, 1996 decreased 11.4% to
$226,000 from $255,000 for the three months ended May 31, 1995 and decreased
9.5% to $666,000 for the first nine months of the 1996 fiscal year from $736,000
for the same period of the preceding year.
11
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This decrease is due to reduced levels of borrowing and amortization of debt
issuance costs, combined with slightly lower rates of interest. Other
non-operating items resulted in an expense of $32,000 for the three months
ended May 31, 1996, compared to $28,000 in the comparable period of 1995, and
an expense of $136,000 in the first nine months of this year compared to
$58,000 for the first nine months of the 1995 fiscal year. For the nine
month period the increase was primarily due to cash discounts given to
customers for accelerated payments.
Income tax expense increased to $126,000 for the three months ended May 31,
1996 from $105,000 for the three months ended May 31, 1995 and to $300,000 for
the first nine months of the fiscal year from $151,000 for the first nine 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 increased to $212,000 for the three months ended
May 31, 1996 from $196,000 for the corresponding prior year period, and to
$417,000 for the nine months ended May 31, 1996 from $281,000 for the
corresponding nine month period of the prior year. This improvement is the
result of the cumulative effect of the above factors.
LIQUIDITY AND CAPITAL RESOURCES
At May 31, 1996, the Company's working capital was $10.7 million, which
represented a current ratio of 3.1 to 1. Also the Company's outstanding
indebtedness under the Credit Agreement with FBS Business Finance Corporation
("FBS") was $7.7 million, of which $528,000 represented term indebtedness and
$7.2 million represented revolving indebtedness. At May 31, 1996, the Company's
outstanding indebtedness to The CIT Group/Equity Investments, Inc. was $1.7
million, which represented subordinated indebtedness.
Cash flow from operations for the nine months ended May 31, 1996 resulted
in a usage of cash of $1.3 million compared to a usage of cash of $419,000 in
the same period of the prior year. In the current year, cash was used to
support increased accounts receivable and decreased accounts payable, which was
only partially offset by net income and the decrease in costs and estimated
earnings in excess of billings on uncompleted contracts. In the nine months
ended May 31, 1995, the increase in inventories and costs and estimated earnings
in excess of billings on uncompleted contracts was only partially offset by the
increased level of accounts payable.
In December 1995, the Company entered into a Credit and Security Agreement
with FBS. Under the agreement, FBS is providing the Company a revolving loan
facility of up to $10,000,000 and a term loan facility of up to $2,960,000,
subject to the amounts of the Company's borrowing base and manufacturing
equipment additions in the fiscal year ending August 31, 1996, respectively.
The revolving loan initially bore interest at the First Bank National
Association reference rate (the "Reference Rate") plus 0.5%, while the term loan
initially bore interest at the Reference Rate plus 0.75%. The revolving loan
has a provision for incentive pricing whereby the rate may adjust upward or
downward depending upon the future performance of the Company. Currently, the
revolving loan bears interest at the Reference Rate plus 0.25%. As stated
above, at May 31, 1996 the Company's outstanding indebtedness under the FBS
12
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revolving loan facility was $7.2 million and the outstanding indebtedness under
the term loan facility was $528,000.
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.
13
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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
14
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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"), 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.
15
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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.
16
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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.
17
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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.
(b) No reports on Form 8-K have been filed during the quarter ended
May 31, 1996.
________________
* Filed herewith
18
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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
July 12, 1996
19
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED
MAY 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> MAR-01-1996
<PERIOD-END> MAY-31-1996
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<SECURITIES> 0
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<INVENTORY> 4,194
<CURRENT-ASSETS> 15,944
<PP&E> 6,880
<DEPRECIATION> 2,860
<TOTAL-ASSETS> 25,671
<CURRENT-LIABILITIES> 5,222
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0
1
<COMMON> 70
<OTHER-SE> 11,514
<TOTAL-LIABILITY-AND-EQUITY> 25,671
<SALES> 8,259
<TOTAL-REVENUES> 8,259
<CGS> 6,405
<TOTAL-COSTS> 6,405
<OTHER-EXPENSES> 1,258
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<INTEREST-EXPENSE> 226
<INCOME-PRETAX> 338
<INCOME-TAX> 126
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<NET-INCOME> 212
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