<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 February 29, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-14996
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CRYENCO SCIENCES, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 52-1471630
- ------------------------------- ----------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
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,
1996.
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CRYENCO SCIENCES, INC. AND SUBSIDIARY
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . 3
Item 1. Introductory Comments. . . . . . . . . . . . . . . . . 3
Consolidated Balance Sheets
August 31, 1995 and February 29, 1996 . . . . . . . . . . 4
Consolidated Statements of Operations
Three Month and Six Month Periods Ended
February 28, 1995 and February 29, 1996. . . . . . . . . . 6
Consolidated Statements of Cash Flows
Six Month Periods Ended February 28,
1995 and February 29, 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 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . 13
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
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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)
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 29,
1995 1996
------------ --------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 632 $ 645
Accounts receivable 2,821 4,207
Costs and estimated earnings in excess of
billings on uncompleted contracts 6,707 5,384
Inventories (NOTE 2) 4,208 3,921
Prepaid expenses 116 209
--------- ---------
Total current assets 14,484 14,366
Property and equipment:
Leasehold improvements 684 684
Machinery and equipment 3,979 4,299
Office furniture and equipment 402 766
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5,065 5,749
Less accumulated depreciation 2,249 2,648
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2,816 3,101
Deferred financing costs 256 131
Organizational costs 103 52
Goodwill 5,375 5,301
Other assets 343 326
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Total assets $ 23,377 $ 23,277
--------- ---------
--------- ---------
</TABLE>
4
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CRYENCO SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 29,
1995 1996
------------ --------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,469 $ 2,676
Accrued expenses 877 1,079
Accrued management fees 324 382
Customer deposits 3 37
Current portion of long-term debt (NOTE 3) 1,593 689
Income tax payable 246 375
--------- --------
Total current liabilities 6,512 5,238
Long-term debt, less current portion (NOTE 3) 5,629 6,644
-------- -------
12,141 11,882
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) (2,865)
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Total stockholders' equity 11,236 11,395
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Total liabilities and stockholders' equity $ 23,377 $ 23,277
--------- --------
--------- --------
</TABLE>
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 SIX MONTHS ENDED SIX MONTHS ENDED
FEBRUARY 28, 1995 FEBRUARY 29, 1996 FEBRUARY 28, 1995 FEBRUARY 29, 1996
------------------ ------------------ ----------------- -----------------
<S> <C> <C> <C> <C>
Contract revenue $ 6,279 $ 8,983 $ 11,871 $ 16,296
Cost of revenue 5,174 7,193 9,662 13,139
---------- ---------- ---------- ----------
Gross profit 1,105 1,790 2,209 3,157
Selling, general and
administrative expenses 679 840 1,379 1,539
Research and development
expenses 7 229 17 431
Amortization expense 91 86 172 172
---------- ---------- ---------- ----------
Operating income 328 635 641 1,015
Other (income) expense:
Interest income (3) -- (7) (1)
Interest expense 245 204 487 440
Other expense, net 26 53 30 104
---------- ---------- ---------- ----------
Income from operations before
income taxes and
extraordinary item 60 378 131 472
Income tax expense 21 139 46 174
---------- ---------- ---------- ----------
Income from operations before
extraordinary item 39 239 85 298
Extraordinary item (net of
income tax benefit of $54)
(NOTE 4) -- (93) -- (93)
---------- ---------- ---------- ----------
Net income $ 39 $ 146 $ 85 $ 205
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Earnings per common and
common equivalent share
(NOTE 5)
Income from operations
before extraordinary item $ 0.00 $ 0.03 $ 0.01 $ 0.03
Extraordinary item -- (0.01) -- (0.01)
---------- ---------- ---------- ----------
Net income $ 0.00 $ 0.02 $ 0.01 $ 0.02
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Weighted average number of
shares and common
equivalent shares outstanding 5,956,898 7,316,766 5,679,003 7,320,111
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
6
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CRYENCO SCIENCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
FEBRUARY 28, 1995 FEBRUARY 29, 1996
----------------- -----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 85 $ 205
Adjustments to reconcile net income
to net cash provided (used) by operating activities:
Depreciation 330 399
Amortization 238 378
Changes in operating assets and liabilities:
Accounts receivable 640 (1,386)
Costs and estimated earnings in excess of
billings on uncompleted contracts (916) 1,323
Inventories (2,083) 287
Income taxes 46 93
Prepaid expenses and other assets (218) (169)
Accounts payable 1,508 (735)
Accrued expenses (121) 202
Customer deposits (556) 33
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Net cash provided (used) by operating activities (1,047) 630
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INVESTING ACTIVITIES
Purchases of property and equipment (781) (380)
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Net cash (used) by investing activities (781) (380)
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FINANCING ACTIVITIES
Payments of long-term debt (675) (9,679)
Borrowings -- 9,486
Dividends paid on preferred stock (41) (44)
Sale of common stock and common stock warrants 2,305 --
-------- --------
Net cash provided (used) by financing activities 1,589 (237)
-------- --------
Net increase (decrease) in cash and cash equivalents (239) 13
Cash and cash equivalents at beginning of period 779 632
-------- --------
Cash and cash equivalents at end of period $ 540 $ 645
-------- --------
-------- --------
Supplementary disclosure of cash flow information:
Cash paid for interest $ 421 $ 377
Cash paid for taxes -- 100
Supplementary disclosures of noncash financing activity:
Issuance of common stock in exchange for warrants
exercised $ 1 $ 2
Equipment acquired and financed under capital leases -- 304
</TABLE>
7
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CRYENCO SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 29, 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 and six months ended February
29, 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:
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 29,
1995 1996
---------- ------------
<S> <C> <C>
Raw materials $ 3,514 $ 3,293
Finished goods and work-in-process 794 720
------- -------
4,308 4,013
Less reserve for obsolescence (100) (92)
------- -------
$ 4,208 $ 3,921
------- -------
------- -------
</TABLE>
8
<PAGE>
3. LONG-TERM DEBT
Long-term debt (in thousands) at February 29, 1996 is comprised of the
following:
<TABLE>
<CAPTION>
<S> <C>
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
0.5% (8.75% at February 29, 1996). 5,065
Other 568
--------
7,333
Less current portion 689
--------
$ 6,644
--------
--------
</TABLE>
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 will initially bear interest at the
First Bank National Association reference rate (the "Reference Rate") plus 0.5%,
while the term loan will initially bear interest at the Reference Rate plus
0.75%. Both loans have provisions for incentive pricing whereby the rates 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 CIT note payable ($500,000), 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 $22,293 and
$44,586 reduced the net earnings available to common stockholders for the three
months and six months ended February 29, 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 SIX MONTHS ENDED
FEBRUARY 28, 1995 AND FEBRUARY 29, 1996
Contract revenue increased 43.1% to $9.0 million for the three months ended
February 29, 1996 from $6.3 million for the three months ended February 28,
1995. Contract revenue for the first six months of the 1996 fiscal year
increased 37.3% to $16.3 million from $11.9 million for the same period of the
preceding year. The quarterly increase is primarily the result of increases in
revenue from industrial gas trailers, which increased $1.5 million over the
corresponding period in the prior year, and from LNG trailers, which increased
$900,000 over the corresponding 1995 period. For the six month period the
increase was primarily the result of the increases in revenues from industrial
gas trailers and LNG products which increased $3.7 million and $1.3 million,
respectively, over the corresponding six month period of the prior year.
Gross profit for the three months ended February 29, 1996 increased 62.0%
to $1.8 million, or 19.9% of contract revenue, from $1.1 million, or 17.5% of
contract revenue, for the three months ended February 28, 1995. Gross profit
for the first six months of the 1996 fiscal year increased 42.9% to $3.2
million, or 19.4% of contract revenue, from $2.2 million, or 18.6% 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 warranty costs
and unabsorbed manufacturing overhead expenses compared to the same periods of
the prior year.
Selling, general and administrative expenses increased 23.7% to $840,000
for the three months ended February 29, 1996 from $679,000 for the three months
ended February 28, 1995, and decreased as a percentage of contract revenue to
9.4% from 10.8% during the same period. Selling, general and administrative
expenses for the first six months of fiscal 1996 increased 11.6% to $1.5 million
or 9.4% of contract revenue from $1.4 million or 11.6% of contract revenue
compared to the corresponding period in the prior year. The increase is
primarily due to increases in numerous administrative areas to support the
increased level of business. Research and development costs increased to
$229,000 for the three months ended February 29, 1996 from $7,000 for the three
months ended February 28, 1995, and to $431,000 for the first six months of 1996
compared to $17,000 for the comparable period of the prior year. This increase
is primarily due to the Company's continuing funding of TADOPTR development, LNG
product development, and improvements for future trailer production.
Amortization expense was essentially unchanged from the prior three month and
six month periods.
Interest expense for the three months ended February 29, 1996 decreased
16.7% to $204,000 from $245,000 for the three months ended February 28, 1995 and
decreased 9.7% to $440,000 for the first six months of the 1996 fiscal year from
$487,000 for the same period of the preceding year. 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 $53,000 for the three months ended February 29, 1996, compared to
$26,000
11
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in the comparable period of 1995, and an expense of $104,000 in the first six
months of this year compared to $30,000 for the first six months of the 1995
fiscal year. For both periods, the increase in expense was primarily due to
cash discounts given to customers for accelerated payments.
Income tax expense increased to $139,000 for the three months ended
February 29, 1996 from $21,000 for the three months ended February 29, 1995 and
to $174,000 for the first six months of the fiscal year from $46,000 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 increased to $146,000 for the three months ended
February 29, 1996 from $39,000 for the corresponding prior year period, and to
$205,000 for the six months ended February 29, 1996 from $85,000 for the
corresponding six month period of the prior year. This improvement is the
result of the cumulative effect of the above factors.
LIQUIDITY AND CAPITAL RESOURCES
At February 29, 1996, the Company's working capital was $9.1 million, which
represented a current ratio of 2.7 to 1. Also, the Company's outstanding
revolving indebtedness under the Credit Agreement with FBS Business Finance
Corporation ("FBS") was $5.1 million. At February 29, 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 six months ended February 29, 1996
resulted in cash provided of $630,000 compared to a usage of cash of $1.0
million in the same period of the prior year. In the current year, cash has
been provided by increased net income and non-cash expenses, which is only
partially offset by the net increase in operating assets and liabilities. In
the six months ended February 28, 1995, cash was used to increase inventories
and costs and estimated earnings in excess of billings on uncompleted contracts,
which was 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 amount of the Company's borrowing base and manufacturing
equipment additions in the fiscal year ending August 31, 1996, respectively.
The revolving loan initially bears interest at the First Bank National
Association reference rate (the "Reference Rate") plus 0.5%, while the term loan
will initially bear interest at the Reference Rate plus 0.75%. Both loans have
provisions for incentive pricing whereby the rates may adjust upward or downward
depending upon the future performance of the Company. As stated above, the
Company's outstanding indebtedness under the FBS revolving loan facility was
$5.1 million at February 29, 1996. At such date, the Company had not drawn on
the FBS term loan facility.
12
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The Company believes that its existing capital resources, together with
cash flow from 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 1. LEGAL PROCEEDINGS
In November 1995, the Company was one of over 1,100 companies to receive
from the United States Environmental Protection Agency (the "EPA") a Notice of
Potential Liability and Request for Information for the waste disposal site of
Chemical Handling Corporation located in Jefferson County, Colorado. According
to the notice, Chemical Handling Corporation operated the site from early 1988
until March 1992, as a solvent recycle and a fuel blender. During this period
the Company from time to time contracted with Chemical Handling Corporation for
the disposal of a portion of the waste products produced from its manufacturing
operations.
In March 1992, the EPA gained access to the site, and has undertaken a
number of activities to dispose of waste products found there. Following these
efforts, the EPA performed a Preliminary Assessment/Site Investigation and
determined that no further action need be taken at the site, and it will not be
proposed for listing on the National Priorities List of Superfund Sites.
Through November 1995, the EPA had incurred in excess of $2.2 million in
response costs in association with the cleanup of the site. No estimate is
available of the additional costs which may be incurred.
In March 1996, the Company received notification from the EPA that it was
one of the smaller or "de minimis" generators at this site. With that
notification was included an offer from the EPA to resolve alleged civil
liability for waste products disposed at this site in return for a payment of
$6,800.84. The Company has subsequently executed the Administrative Order on
Consent and will make the required payment in a timely fashion.
14
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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
The Company held its annual meeting of stockholders on January 25, 1996.
The matters submitted to a vote of the Company's stockholders were (i) the
election of eight directors, (ii) approval of the Company's 1995 Incentive and
Non-Qualified Stock Option Plan and (iii) ratification of the appointment of
Ernst & Young LLP as independent auditors for the 1996 fiscal year.
The Company's stockholders re-elected the entire Board of Directors
consisting of Alfred Schechter, Don M. Harwell, Dale A. Brubaker, Jerome L.
Katz, Russell R. Haines, William P. Phelan, Burton J. Ahrens and Ajit G.
Hutheesing.
The Company's stockholders approved the Company's 1995 Incentive and Non-
Qualified Stock Option Plan, which is described in the Company's definitive
Proxy Statement which was filed with Securities and Exchange Commission on
December 19, 1995, by a vote of 6,500,434 for, 140,454 against and 27,131
abstaining. There were 248,178 broker non-votes with respect to this matter.
The Company's stockholders ratified the Board of Director's appointment of
Ernst & Young LLP as the Company's independent auditors for the 1996 fiscal year
by a vote of 6,511,083 for, 137,101 against and 19,835 abstaining.
15
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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.
16
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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
17
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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.
18
<PAGE>
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.
19
<PAGE>
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.
*10.1 First Amendment dated as of January 16, 1996 between FBS Business
Finance Corporation, Cryenco, Inc., the Company and Cryenex,
Inc., amending the Credit and Security Agreement dated as of
December 19, 1995.
*10.2 Letter Agreement dated January 12, 1996 between CIT and FBS
Business Finance Corporation.
*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
February 29, 1996.
________________
* Filed herewith
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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, 1996
21
<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.
*10.1 First Amendment dated as of January 16, 1996
between FBS Business Finance Corporation, Cryenco,
Inc., the Company and Cryenex, Inc., amending the
Credit and Security Agreement dated as of December
19, 1995.
<PAGE>
Exhibit Description of Exhibits Page
------- ----------------------- ----
*10.2 Letter Agreement dated January 12 1996 between CIT
and FBS Business Finance Corporation.
*27 Financial Data Schedule pursuant to Article 5 of
Regulation S-X filed with EDGAR filing only.
________________
* Filed herewith
<PAGE>
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT
THIS FIRST AMENDMENT, dated as of January 16, 1996, amends and modifies a
certain Credit and Security Agreement, dated as of December 19, 1995 (the
"Credit Agreement"), between FBS BUSINESS FINANCE CORPORATION, a Delaware
corporation (the "LENDER"), and CRYENCO, INC., a Colorado corporation and
CRYENCO SCIENCES, INC., a Delaware corporation (collectively and/or individually
the "BORROWER"). Terms not otherwise expressly defined herein shall have the
meanings set forth in the Credit Agreement.
PRELIMINARY STATEMENT
WHEREAS, the Borrower and the Lender desire to amend the Credit Agreement
as hereinafter set forth;
NOW, THEREFORE, for value received, the Borrower and the Lender agree as
follows:
ARTICLE I - AMENDMENTS
1.1 BORROWER. The Credit Agreement and SUPPLEMENT A thereto are hereby
amended to add Cryenex, Inc., a Delaware corporation, as a "Borrower". All
references to the Borrower therein and in any Loan Document shall include
Cryenex, Inc.
1.2 DEFINITIONS. The following definitions of the terms "ALT" and
"Cryenex" are hereby added to SECTION 1.1 of the Credit Agreement:
"ALT": Applied LNG Technologies USA, LLC, a Delaware limited
liability company, whose members are Cryenex and Golden Spread
Energy, Inc.
"CRYENEX": Cryenex, Inc., a Delaware corporation.
"REPURCHASE OBLIGATION": The obligation of CSI to repurchase from
either The CIT Group/Equity Investments, Inc. or Chemical Bank
warrants held by either such entity for issuance of common stock of
CSI.
1.3 GRANT OF SECURITY INTEREST. SECTION 3.1 (d) of the Credit
Agreement is hereby amended in its entirety to read as follows:
(d) General Intangibles (excluding the membership interest of
Cryenex in ALT;
1.4 ORGANIZATION. SECTION 4.1 of the Credit Agreement is hereby
amended in its entirety to read as follows:
<PAGE>
4.1 ORGANIZATION. Each of Cryenco, CSI and Cryenex is a
corporation duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its respective
incorporation. Each of Cryenco, CSI and Cryenex is in good standing
and is duly qualified to do business in each state where, because
of the nature of its respective activities or properties, such
qualification is required. On the date hereof, each of Cryenco,
CSI and Cryenex conducts business in its own name exclusively and
has no trade names, styles or doing business forms except as
disclosed on SCHEDULE 4.1. Cryenco's taxpayer identification
number is I.D. No. 84-0767496. CSI's taxpayer identification
number is I.D. No. 52-1471630. As of January 16, 1996, Cryenex has
filed an application for a taxpayer identification number, but no
number has been assigned.
1.5 RESTRICTED PAYMENTS. SECTION 6.8 of the Credit Agreement is hereby
amended in its entirety to read as follows:
6.8 RESTRICTED PAYMENTS. Purchase or redeem or otherwise
acquire for value any shares of the Borrower's stock or any
warrants for the issuance of the Borrower's stock (other than the
issuance of common stock for warrants), or declare or pay any
dividends thereon (other than stock dividends, dividends payable to
the Borrower and dividends payable with respect to the preferred
stock of CSI which is issued and outstanding as of the date of this
Agreement or is issued and outstanding subsequent hereto in the
form of dividends on preferred stock of CSI), or make any
distribution to stockholders as such (other than the Borrower) or
set aside any funds for any such purpose, or prepay, purchase or
redeem any subordinated Indebtedness of the Borrower prior to the
scheduled maturity thereof (except for prepayments to The CIT
Group/Equity Investments, Inc. in respect of the Senior
Subordinated Note due 1998 and dated September 3, 1991, issued by
the Borrower's predecessors in interest, in the original amount of
$2,200,000, as long as any such prepayment is made when there has
not occurred and is continuing an Event of Default or an Unmatured
Event of Default under this Agreement and so long as any such
prepayment would not result in an Event of Default or Unmatured
Event of Default) or use any proceeds of Collateral or any proceeds
of Loans to make any scheduled payment to The CIT Group/Equity
Investments, Inc. in respect of the above-mentioned Senior
Subordinated Note at any time when there has occurred and is
continuing an Event of Default or an
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<PAGE>
Unmatured Event of Default or if the making of such payment would
result in the occurrence of any Event of Default or Unmatured Event
of Default; or make any payment to Charterhouse Group
International, Inc. in respect of management fees unless and only
to the extent that the amount of the Borrowing Base exceeds the
amount of the Obligations by at least $500,000 immediately after
the payment and PROVIDING FURTHER, that prior to and after the
making of any such payment to Charterhouse Group International,
Inc., there has not occurred an Event of Default or an Unmatured
Event of Default under this Agreement.
1.6 INVESTMENTS. Clause (g) of SECTION 6.10 of the Credit Agreement is
hereby amended in its entirety to read as follows:
(g) Investments in ALT not exceeding $1,200,000 during the
Borrower's 1996 fiscal year, and for any fiscal year thereafter,
Investments in ALT which do not exceed in the aggregate the amount
by which the consolidated EBITDA of the Borrower during the most
recent four consecutive fiscal quarters exceeds the sum of their
consolidated unfinanced capital expenditures, cash taxes, interest
payments, dividends and mandatory debt retirement payments during
the same four consecutive fiscal quarters, by at least 25%,
PROVIDED, HOWEVER, that no such Investments shall be permitted
after the occurrence and during the continuance of any Event of
Default or any Unmatured Event of Default under this Agreement or
if such Investment would result in the occurrence of an Event of
Default or Unmatured Event of Default, and PROVIDED, FURTHER that
Investments in ALT in excess of $490,000 made during the term of
this Agreement shall be in the nature of extensions of credit to
ALT, which extensions of credit shall be evidenced by one or more
promissory notes containing terms and conditions reasonably
satisfactory to the Lender and such promissory notes shall be
pledged to the Lender to secure payment and performance of the
Obligations;
1.7 USE OF PROCEEDS. SECTION 6.16 of the Credit Agreement is hereby
amended in its entirety to read as follows:
6.16 USE OF PROCEEDS. Use or permit any proceeds of the Loans to
be used (a) either directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of "purchasing or carrying any
margin stock" within the meaning of Regulation U of the Federal
Reserve Board, as amended from time to time, and furnish to the
-3-
<PAGE>
Lender upon request, a statement in conformity with the
requirements of Federal Reserve Form U-1 referred to in Regulation
U of the Federal Reserve Board or (b) for purposes other than the
working capital needs and general business purposes of Cryenco,
including uses permitted by this Agreement.
1.8 EVENTS OF DEFAULT. SECTION 7.1(c) is amended in its entirety to
read as follows:
(c) ACCELERATION OF OTHER INDEBTEDNESS. Any event or condition
shall occur which results in the acceleration of the maturity of
any Indebtedness of, or guaranteed by, the Borrower or any other
Obligor or in the enforcement of any Repurchase Obligation or
enables the holder or holders of such other Indebtedness or any
trustee or agent for such holders (any required notice of default
having been given and any applicable grace period having expired)
to accelerate the maturity of such other Indebtedness or enables
the holder of any Repurchase Obligation or any trustee or agent
for such holder to enforce any Repurchase Obligation;
1.9 SCHEDULE 6.11. SCHEDULE 6.11 is amended in its entirety in the
form attached hereto as AMENDED SCHEDULE 6.11.
1.10 CONSTRUCTION. All references in the Credit Agreement to "this
Agreement," "herein" and similar references shall be deemed to refer to the
Credit Agreement as amended by this Amendment.
ARTICLE II - REPRESENTATIONS AND WARRANTIES
2.1 AUTHORIZATION; VALIDITY AND BINDING EFFECT. To induce the Lender
to enter into this Amendment and to make and maintain the Loans under the Credit
Agreement as amended hereby, the Borrower hereby warrants and represents to the
Lender that it is duly authorized to execute and deliver this Amendment and each
other document delivered in connection herewith, and to perform its obligations
under the Credit Agreement as amended hereby and each other document delivered
in connection herewith, that this Amendment and the other documents delivered in
connection herewith constitute the legal, valid and binding obligations of the
Borrower, enforceable in accordance with their respective terms, and that the
Borrower has taken all action necessary under its Articles of Incorporation,
Bylaws and applicable law regarding the transactions contemplated herein.
2.2 AFFIRMATION OF REPRESENTATIONS AND WARRANTIES. The Borrower hereby
restates all the representations and warranties in Article IV of the Credit
Agreement and affirms to the Lender that such representations and warranties are
true and correct as though made on the date hereof the same as if made on the
date hereof
-4-
<PAGE>
and fully set forth herein, except for changes that are permitted by the terms
of the Credit Agreement.
2.3 WARRANTS. All outstanding warrants for the issuance of common
stock of CSI and the holders thereof are listed on SCHEDULE 2.3 hereto. CSI
has delivered to the Lender, concurrent with the execution and delivery of this
Amendment true, correct and complete copies of all documents with respect to
which CSI and Chemical Bank are parties and that embody all agreements between
CSI and Chemical Bank with respect to CSI warrants held by Chemical Bank,
including all amendments, modifications and supplements to any such documents.
2.4 JOINT VENTURE AGREEMENT. The Borrower has delivered to the Lender
true, correct and complete copies of all documents that embody the joint venture
agreement for ALT, including all amendments, modifications and supplements
thereto.
ARTICLE III - CONDITIONS PRECEDENT
This Amendment shall become effective on the date first set forth above;
PROVIDED, HOWEVER, that the effectiveness of this Amendment is subject to the
satisfaction of each of the following conditions precedent:
3.1 WARRANTIES. Before and after giving effect to this Amendment, the
representations and warranties in Article IV of the Credit Agreement shall be
true and correct as though made on the date hereof, except for changes that are
permitted by the terms of the Credit Agreement.
3.2 DEFAULTS. Before and after giving effect to this Amendment, no
Event of Default and no Unmatured Event of Default shall have occurred and be
continuing under the Credit Agreement. The execution by the Borrower of this
Amendment shall be deemed a representation that the Borrower has complied with
the foregoing condition.
3.3 DOCUMENTS. The following shall have been delivered to the Lender,
each duly executed and dated, or certified, as of the date hereof, as the case
may be:
(a) RESOLUTIONS. Certified copies of resolutions of the Board
of Directors of each of Cryenco, CSI and Cryenex authorizing or
ratifying the execution, delivery and performance, respectively, of
this Amendment and other documents provided for in this Amendment.
(b) CONSENTS. Certified copies of all documents evidencing any
necessary corporate action, consent or governmental or regulatory
approval (if any) with respect to this Amendment.
-5-
<PAGE>
(c) INCUMBENCY AND SIGNATURES. A certificate of the Secretary
or an Assistant Secretary of Cryenex certifying the names of the
officer or officers of Cryenex authorized to sign this Amendment
and other documents provided for in this Amendment, together with a
sample of the true signature of each such officer.
(d) CERTIFICATE OF INCORPORATION AND BY-LAWS. A certified copy
of the Certificate or Articles of Incorporation and the By-laws of
Cryenex, certified by the Secretary or an Assistant Secretary of
Cryenex.
(e) CERTIFICATE OF GOOD STANDING. A certificate of good
standing as to Cryenex issued by the Secretary of State of the
state in which Cryenex is organized, and each other state in which
the failure of Cryenex to be in good standing would constitute an
Adverse Event or have a material adverse effect on the Lender's
rights in any Collateral or Third Party Collateral.
(f) FINANCING STATEMENTS. UCC-1 financing statements executed
by Cryenex and substantially in the form of financing statements
executed and delivered to the Lender by CSI and Cryenco.
Notwithstanding the opening paragraph of this Article III, the certificate of
good standing may be delivered no later than ten days following the date hereof.
ARTICLE IV - GENERAL
4.1 EXPENSES. The Borrower agrees to reimburse the Lender upon demand
for all reasonable expenses (including reasonable attorneys' fees and legal
expenses) incurred by the Lender in connection with the preparation of this
Amendment and in enforcing the obligations of the Borrower hereunder, and to pay
and save the Lender harmless from all liability for any stamp or other taxes
which may be payable with respect to the execution or delivery of this
Amendment, which obligations of the Borrower shall survive any termination of
the Credit Agreement.
4.2 COUNTERPARTS. This Amendment may be executed in as many
counterparts as may be deemed necessary or convenient, and by the different
parties hereto on separate counterparts, each of which, when so executed, shall
be deemed an original but all such counterparts shall constitute but one and the
same instrument.
4.3 SEVERABILITY. Any provision of this Amendment which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting the validity or
enforceability of such provisions in any other jurisdiction.
-6-
<PAGE>
4.4 LAW. This Amendment shall be a contract made under the laws of the
State of Minnesota, which laws shall govern all the rights and duties hereunder.
4.5 SUCCESSORS; ENFORCEABILITY. This Amendment shall be binding upon
the Borrower and the Lender and their respective successors and assigns, and
shall inure to the benefit of the Borrower and the Lender and the successors and
assigns of the Lender. Except as hereby amended, the Credit Agreement shall
remain in full force and effect and is hereby ratified and confirmed in all
respects.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first written above.
FBS BUSINESS FINANCE CORPORATION
By /s/ William C. Phelps
--------------------------------------
Its Vice President
-----------------------------------
CRYENCO, INC.
By /s/ James A. Raabe
--------------------------------------
Its CFO
-----------------------------------
CRYENCO SCIENCES, INC.
By /s/ James A. Raabe
--------------------------------------
Its CFO
-----------------------------------
CRYENEX, INC.
By /s/ James A. Raabe
--------------------------------------
Its Secretary
-----------------------------------
-8-
<PAGE>
The CIT Group/Equity Investments, Inc.
650 CIT Drive
Livingston, NJ 07039-5795
January 12, 1996
FBS Business Finance Corporation
First Bank Place MPFP0804
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
Attention: Business Credit Division
Re: Cryenco, Inc., Cryenco Sciences, Inc. and Cryenex, Inc.
(collectively the "Borrower")
Ladies/Gentlemen:
We understand that you are providing revolving and term financing of up
to $12,960,000 to the Borrower to be evidenced by a Credit and Security
Agreement dated as of December 19, 1995, as amended by a First Amendment to
Credit and Security Agreement dated as of January 12, 1996 (as so amended, the
"CREDIT AGREEMENT"). This financing is intended to replace financing currently
being provided by Chemical Bank, as agent ("Chemical"). As part of the
financing, the Borrower plans to make a prepayment to us in the amount of
$500,000.00 (the "Prepayment"). As you are aware, we are the holder of a Senior
Subordinate Note due 1998 and dated September 3, 1991, issued by Cryenco, Inc.
in the original amount of $2,200,000 (the "Subordinated Note"), which
Subordinated Note is more fully described on Exhibit A attached to this letter.
A true, correct and complete copy of the Subordinated Note and of all
amendments, modifications and supplements thereto, if any, are attached to this
letter as EXHIBIT B. The Subordinated Note was issued pursuant to a Securities
Purchase Agreement dated as of August 30, 1991, among the Borrower's
predecessors in interest, Cryenco Holdings, Inc., CEC Acquisition Corp.,
Cryogenic Energy Company and Gulf & Mississippi Corporation, and us (the
"Purchase Agreement"). A true, correct and complete copy of the Purchase
Agreement and of all amendments, modifications and supplements thereto, if any,
are attached to this letter as EXHIBIT C.
One of the conditions to the financing to be provided pursuant to the
Credit Agreement, is that we subordinate the Subordinated Note to the payment of
the liabilities and
<PAGE>
FBS Business Finance Corporation
January 12, 1996
Page 2
obligations (including without limitation, interest, fees and expenses)
evidenced by the Credit Agreement (the "Obligations"). Accordingly, to induce
you to enter into the Credit Agreement and in consideration of our receipt of
the Prepayment, we hereby confirm to you, acknowledge and agree as follows:
1. We consent to the substitution of the financing to be provided by
the Credit Agreement for the financing currently being provided by Chemical. To
the extent that the terms of such financing are inconsistent with the definition
of "Permitted Renewal" contained in the Purchase Agreement, we acknowledge that
we have waived compliance with such definition, including, without limitation,
compliance with restrictions on the amount of such financing and the maturity
thereof. Regardless of whether or not the Obligations actually constitute
"Senior Indebtedness" as such term is defined and used in the Purchase
Agreement, we acknowledge and agree that the Obligations shall constitute
"Senior Indebtedness" under the Purchase Agreement. In furtherance of and not
in limitation of the foregoing, the liabilities and obligations evidenced by the
Subordinated Note and the Purchase Agreement shall be subordinated to the
Obligations as though the Obligations had originally been defined in the
Purchase Agreement as "Senior Indebtedness".
2. You have a perfected security interest in substantially all of
the assets of the Borrower to secure the Obligations and we consent thereto.
3. We have received from you a copy of the executed Credit Agreement
together with SUPPLEMENT A thereto. You have represented to us that the copies
of the Credit Agreement and SUPPLEMENT A that you delivered to us are true,
correct and complete copies of such documents.
4. To our knowledge, no Defaults or Events of Default under and as
defined in the Purchase Agreement were outstanding as of August 31, 1995. We
further confirm that prior to the date hereof we have received no notice of
Payment Blockage Periods under Section 22.4 of the Purchase Agreement.
5. We have reviewed the Borrower's calculations of its "Consolidated
Interest Coverage Ratio" and "Net Worth" as of August 31, 1995, as set forth in
EXHIBIT D hereto. We hereby confirm that such calculations are consistent with
the "Consolidated Interest Coverage Ratio" and "Net Worth" financial covenants
contained in the Purchase Agreement.
6. We acknowledge and agree that the definitions of "Group I
Default" and "Group II Default" are hereby amended to read as follows:
<PAGE>
FBS Business Finance Corporation
January 12, 1996
Page 3
"Group I Default" shall mean a Senior Event of Default under
Article VII of the Credit Agreement or under any equivalent
successor provision that is not a Group II Default.
"Group II Default" shall mean a Senior Event of Default under
Section 7.1(a) of the Credit Agreement, under Section 7.1(g) of
the Credit Agreement insofar as it pertains to a default under
Section 5.1, Article VI thereunder (other than any such default
under Sections 6.3, 6.4, 6.5, 6.6, 6.9, 6.14, 6.15 or 6.17), or
Section 9 of Supplement A thereto or under any equivalent
successor provision contained in any document evidencing a
Permitted Renewal.
In consideration of our agreements as set forth in this letter, you
acknowledge and agree to the provisions of the Subordinated Note and the
Purchase Agreement applicable to the Senior Indebtedness that relate to the
subordination of the Subordinated Indebtedness to the Senior Indebtedness under
the Purchase Agreement. In furtherance of and not in limitation of the
foregoing, you agree not to increase the aggregate amount of loans or extensions
of credit being provided pursuant to the Credit Agreement to an aggregate amount
in excess of $12,960,000 (as reduced from time to time to reflect payments made
in reduction of the Term Loan under the Credit Agreement), without our prior
written consent. You further acknowledge and agree that the definition of
"Senior Indebtedness" set forth in the Purchase Agreement, as such definition
applies to the Obligations, limits the total amount of Senior Indebtedness under
clause (ii) of the definition thereof for fees and expenses as follows:
"in no event shall the total amount of Senior Indebtedness under
this clause (ii) for fees and expenses incurred in connection
with the collection or enforcement of Senior Indebtedness at any
time exceed 5% of the aggregate principal amount then outstanding
under the Credit Agreement. . ."
The foregoing reference to the "Credit Agreement" shall mean the Credit
Agreement as defined herein. Finally, you acknowledge and consent to the
Prepayment, notwithstanding
<PAGE>
FBS Business Finance Corporation
January 12, 1996
Page 4
anything contained in the Credit Agreement that would otherwise prohibit the
Prepayment. Please indicate your acknowledgements and agreements as stated
above by executing and returning to us an acknowledgement copy of this letter.
Very truly yours,
THE CIT GROUP/EQUITY
INVESTMENTS, INC.
By Paul Laud
---------------------------------
Its President
-----------------------
Acknowledged and agreed to this
12th day of January, 1996
FBS BUSINESS FINANCE CORPORATION
By William C. Phelps
-------------------------------------------
Its Vice President
---------------------------------
<PAGE>
ACKNOWLEDGEMENT
The undersigned, Cryenco Sciences, Inc. and Cryenco, Inc. hereby agree
to the terms and provisions of the foregoing agreement between the CIT
Group/Equity Investments, Inc. and FBS Business Finance Corporation, including
such terms whereby certain provisions of the Purchase Agreement are amended.
Dated: 1/12/96
------------------
CRYENCO SCIENCES, INC.
By James A. Raabe
---------------------------------
Its Chief Financial Officer
-----------------------------
CRYENCO, INC.
By James A. Raabe
---------------------------------
Its Chief Financial Officer
-----------------------------
<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 FEBRUARY
29, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> FEB-29-1996
<CASH> 645
<SECURITIES> 0
<RECEIVABLES> 4,207
<ALLOWANCES> 0
<INVENTORY> 3,921
<CURRENT-ASSETS> 14,366
<PP&E> 5,749
<DEPRECIATION> 2,648
<TOTAL-ASSETS> 23,277
<CURRENT-LIABILITIES> 5,238
<BONDS> 0
0
1
<COMMON> 70
<OTHER-SE> 11,324
<TOTAL-LIABILITY-AND-EQUITY> 23,277
<SALES> 8,983
<TOTAL-REVENUES> 8,983
<CGS> 7,193
<TOTAL-COSTS> 7,193
<OTHER-EXPENSES> 1,155
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<INTEREST-EXPENSE> 204
<INCOME-PRETAX> 378
<INCOME-TAX> 139
<INCOME-CONTINUING> 239
<DISCONTINUED> 0
<EXTRAORDINARY> 93
<CHANGES> 0
<NET-INCOME> 146
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
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