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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 0-14996
-------------------------------
CRYENCO SCIENCES, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 52-1471630
-------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
3811 Joliet Street, Denver, Colorado 80239
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 371-6332
--------------
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest practicable date: Class A
common stock, par value $.01 per share; 6,996,997 shares outstanding as of
January 10, 1997.
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CRYENCO SCIENCES, INC. AND SUBSIDIARY
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
PART I - FINANCIAL INFORMATION ................................. 3
Item 1. Introductory Comments ......................... 3
Consolidated Balance Sheets
August 31, 1996 and November 30, 1996 ............. 4
Consolidated Statements of Operations
Three Month Periods Ended November 30,
1995 and November 30, 1996 ........................ 6
Consolidated Statements of Cash Flows
Three Month Periods Ended November 30,
1995 and November 30, 1996 ........................ 7
Notes to Consolidated Financial Statements ........ 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations .................................. 11
PART II - OTHER INFORMATION .................................... 13
Item 6. Exhibits and Reports on Form 8-K .............. 13
SIGNATURES ..................................................... 18
</TABLE>
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, 1996.
3
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CRYENCO SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
AUGUST 31, NOVEMBER 30,
1996 1996
---------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 111 $ 22
Accounts receivable 5,352 4,645
Accounts receivable - affiliate 1,423 1,204
Costs and estimated earnings in excess of
billings on uncompleted contracts 3,944 3,597
Inventories (Note 2) 4,333 4,790
Prepaid expenses 57 109
------------ -----------
Total current assets 15,220 14,367
Property and equipment:
Leasehold improvements 739 763
Machinery and equipment 5,355 5,505
Office furniture and equipment 1,231 1,231
------------ -----------
7,325 7,499
Less accumulated depreciation 3,099 3,368
------------ -----------
4,226 4,131
Property on operating leases 604 582
Deferred financing costs 120 105
Goodwill 5,226 5,189
Other assets 308 315
------------ -------------
Total assets $25,704 $24,689
------------ -------------
------------ -------------
</TABLE>
4
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CRYENCO SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
<TABLE>
<CAPTION>
AUGUST 31, NOVEMBER 30,
1996 1996
--------- ------------
(UNAUDITED)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,224 $ 1,856
Accrued expenses 1,123 1,515
Accrued management fees 324 334
Current portion of long-term debt (Note 3) 1,382 1,386
Income tax payable 344 52
-------- --------
Total current liabilities 5,397 5,143
Long-term debt, less current portion (Note 3) 8,634 7,748
-------- --------
14,031 12,891
Stockholders' equity:
Preferred stock, $0.01 par value,
authorized shares - 2,000,000, preferences,
limitations and relative rights to be established by
the Board of Directors:
Series A, nonvoting, 150,000 authorized shares,
67,838 and 68,517 issued
and outstanding shares (aggregate liquidation
preference of $678,380 and $685,170) 1 1
Common stock, $0.01 par value:
Class A, voting, 21,500,000 authorized shares
6,996,997 shares issued and outstanding 70 70
Class B, nonvoting, 1,500,000 authorized
shares, none issued or outstanding -- --
Additional paid-in capital 14,020 14,027
Warrants 169 169
Retained earnings (deficit) (2,587) (2,469)
-------- --------
Total stockholders' equity 11,673 11,798
-------- --------
Total liabilities and stockholders' equity $ 25,704 $ 24,689
-------- --------
-------- --------
</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
NOVEMBER 30, 1995 NOVEMBER 30, 1996
------------------ ------------------
<S> <C> <C>
Contract revenue $ 7,259 $ 6,648
Cost of revenue 5,945 5,043
----------- -----------
Gross profit 1,314 1,605
Selling, general and administrative expenses 700 889
Research and development expenses 202 161
Amortization expense 86 61
----------- -----------
Operating income 326 494
Other (income) expense:
Interest income (1) --
Interest expense 236 272
Other expense, net (3) (5)
----------- -----------
Income before income taxes 94 227
----------- -----------
Income tax expense 34 84
----------- -----------
Net income $ 60 $ 143
----------- -----------
----------- -----------
Earnings per common and 0.01 0.02
common equivalent share (Note 4) $ ------------- $ --------------
------------- --------------
Weighted average number of shares
and common equivalent shares outstanding 7,467,511 7,221,512
----------- -----------
----------- -----------
</TABLE>
6
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CRYENCO SCIENCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
NOVEMBER 30, 1995 NOVEMBER 30, 1996
--------------------- ---------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 60 $ 143
Adjustments to reconcile net income
to net cash provided (used) by operating activities:
Depreciation 188 291
Amortization 121 77
Changes in operating assets and liabilities:
Accounts receivable 220 926
Costs and estimated earnings in excess of
billings on uncompleted contracts 861 347
Inventories (690) (457)
Income taxes (31) (292)
Prepaid expenses and other assets 9 (84)
Accounts payable 253 (358)
Accrued expenses (32) 399
----------- -------------
Net cash provided (used) by operating activities 959 992
------------ -------------
INVESTING ACTIVITIES
Purchases of property and equipment (197) (174)
----------- -------------
Net cash (used) by investing activities (197) (174)
------------ -------------
FINANCING ACTIVITIES
Payments of long-term debt (400) (8,522)
Borrowings -- 7,640
Dividends paid on preferred stock (22) (25)
----------- -------------
Net cash (used) by financing activities (422) (907)
Net increase (decrease) in cash and cash equivalents 340 (89)
Cash and cash equivalents at beginning of period 632 111
------------ -------------
Cash and cash equivalents at end of period $ 972 $ 22
------------ -------------
------------ -------------
Supplementary disclosure of cash flow information:
Cash paid for interest $ 202 $ 265
Cash paid for taxes 100 375
Supplementary disclosures of noncash financing
activity:
Issuance of preferred stock in consideration
for dividend payable $ -- $ 7
</TABLE>
7
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CRYENCO SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1996
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended November 30, 1996
are not necessarily indicative of the results that may be expected for the year
ending August 31, 1997. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended August 31, 1996.
2. INVENTORIES
Inventories (in thousands) consisted of the following:
<TABLE>
<CAPTION>
AUGUST 31, NOVEMBER 30,
1996 1996
---------- -----------
<S> <C> <C>
Raw materials $ 3,344 $ 3,149
Finished goods and work-in-process 1,139 1,791
---------- ------------
4,483 4,940
Less reserve for obsolescence (150) (150)
---------- ------------
$ 4,333 $ 4,790
---------- ------------
---------- ------------
</TABLE>
8
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3. LONG-TERM DEBT
Long-term debt at November 30, 1996 is comprised of the following:
<TABLE>
<CAPTION>
(In thousand)
--------------
<S> <C>
Note payable bearing interest at 14%, subordinated
unsecured. Interest and principal payments of $275,000
are payable quarterly. $ 1,425
Term loan maturing December 31, 1998 bearing interest
at the reference rate (as defined in the loan agreement)
plus 3/4% (9.0 at November 30, 1996) payable monthly.
Principal payments of $12,806 are payable monthly. 576
Revolving credit facility maturing December 31, 1998
bearing interest at the reference rate (as defined in the
loan agreement) plus up to an additional 1.0% depending upon
financial performance (8.75% at November 30, 1996). 6,673
Other 460
------------
9,134
Less current portion 1,386
------------
$ 7,748
------------
------------
</TABLE>
The Company must comply with certain financial covenants in connection with
its long-term debt, including the maintenance of certain financial ratios and
restrictions on dividends. The Company was out of compliance with one of these
financial covenants at November 30, 1996, and has received a waiver for this
violation covering an indefinite time period.
9
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4. EARNINGS PER SHARE
Net earnings per share is computed using the weighted average number of
shares of common stock outstanding for the period. When dilutive, stock options
and warrants are included as share equivalents using the treasury stock method.
In calculating net earnings per share, preferred dividends of $23,916 and
$22,293 reduced the net earnings available to common stockholders for the three
months ended November 30, 1996 and 1995, respectively. Fully diluted net
earnings per common share is not significantly different from primary net
earnings per common share.
10
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
This Quarterly Report on Form 10-Q contains certain forward-looking
statements that involve risks and uncertainties. Discussions containing such
forward-looking statements may be found in the materials set forth below in
'Management's Discussion and Analysis of Financial Condition and Results of
Operations.' The Company's actual results could differ materially from those
anticipated in the forward-looking statements.
Results of Operations - Three Months Ended
November 30, 1995 and November 30, 1996
Contract revenue decreased 8.4% to $6.6 million for the three months ended
November 30, 1996 from $7.3 million for the three months ended November 30,
1995. The decrease is the result of decreases in revenue from industrial gas
trailers, large horizontal storage tanks and LNG fueling stations, which
decreased $466,000, $433,000 and $198,000, respectively, over the corresponding
period in the prior year. The Company does not believe that these decreases are
indicative of a long-term trend. These decreases were offset somewhat by
increased revenues from TVAC'r' intermodal containers and spares, which
increased $285,000 and $234,000, respectively, over the corresponding 1995
period.
Gross profit for the three months ended November 30, 1996 increased 22.1% to
$1.6 million, or 24.1% of contract revenue, from $1.3 million, or 18.1% of
contract revenue, for the three months ended November 30, 1995. The gross profit
improved despite the reduction in revenue due to increased gross margins in
most product categories, particularly industrial trailers.
Selling, general and administrative expenses increased 27.0% to $889,000 for
the three months ended November 30, 1996 from $700,000 for the three months
ended November 30, 1995, and increased as a percentage of contract revenue to
13.4% from 9.6% during the same period. This increase is primarily due to
increased sales expenses, as well as additional depreciation expense related to
computer and communication equipment. Research and development costs decreased
to $161,000 for the three months ended November 30, 1996 from $202,000 for the
three months ended November 30 1995. This decrease is primarily the result of
the decrease in expenditures for the Company's TADOPTR development. Amortization
expense decreased to $61,000 for the three months ended November 30, 1996 from
$86,000 for the three months ended November 30, 1995, as these costs were fully
amortized at August 31, 1996.
Interest expense for the three months ended November 30, 1996 increased 15.3%
to $272,000 from $236,000 for the three months ended November 30, 1995. This
increase is due to increased levels of borrowing offset somewhat by lower rates
of interest. Other non-operating items were virtually unchanged from the same
period of the prior year.
Income tax expense increased to $84,000 for the three months ended November
30, 1996 from $34,000 for the three months ended November 30, 1995. The expense
in both years is the result of taxable income for the periods and estimated
annual tax rates.
11
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The resulting net income increased to $143,000 for the three months ended
November 30, 1996 from $60,000 for the corresponding prior year period. This
improvement is the result of the cumulative effect of the above factors.
Liquidity and Capital Resources
At November 30, 1996, the Company's working capital was $9.2 million, which
represented a current ratio of 2.8 to 1. Also, the Company's outstanding
indebtedness under the Credit Agreement with FBS Business Finance Corporation
("FBS") was $7.2 million, of which $576,000 represented term indebtedness and
$6.7 million represented revolving indebtedness. At November 30, 1996, the
Company's outstanding indebtedness to The CIT Group/Equity Investments, Inc.
("CIT") was $1.4 million which represented subordinated indebtedness.
Cash flow from operations for the three months ended November 30, 1996
resulted in cash provided in the amount of $992,000 compared to cash provided of
$959,000 in the same period of the prior year. In the current three month
period, cash was provided by net income and by decreases in accounts receivable
and costs and estimated earnings in excess of billings on uncompleted contracts.
These increases in cash were somewhat offset by cash used for increased
inventories and decreased accounts payable.
The Company must comply with certain financial covenants in connection with
its long-term debt, including the maintenance of certain financial ratios and
restrictions on dividends. The Company was out of compliance with one of these
financial covenants at November 30, 1996, and has received a waiver from FBS for
this violation covering an indefinite time period.
The Company believes that its existing capital resources, together with cash
flow from future operations will be sufficient to meet its short term working
capital needs. Additional financing may be required for future expansion of
operations, as necessary.
12
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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 Exhibit 4.3 of the Company's Registration Statement
on Form S-4, File No. 33-43782, filed on December 19,
1991.
13
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<PAGE>
4.3 Registration Rights Agreement dated as of August 30,
1991 among Cryenco Holdings, Inc. ("CHI"), CIT, Chemical
Bank and the Investors named therein, incorporated by
reference to Exhibit 4.3 to the Company's 1995 Annual
Report.
4.4 Warrant Agreement dated as of August 30, 1991 between
Chemical Bank, CHI and the Company, incorporated by
reference to Exhibit 4.4 to the Company's 1995 Annual
Report.
4.5 Letter Agreement dated April 15, 1992 among the Company,
CIT and Chemical Bank relating to the Warrants referred
to herein at Exhibits 4.8 and 4.9, incorporated by
reference to Exhibit 4.9 to the S-2 Registration
Statement.
4.6 Letter Agreement dated August 12, 1992 between the
Company and Chemical Bank relating to the Warrants
referred to herein at Exhibit 4.8, incorporated by
reference to Exhibit 4.6 to the Company's 1995 Annual
Report.
4.7 Letter Agreement dated August 12, 1992 between the
Company and CIT relating to the Warrants referred to
herein at Exhibit 4.9, incorporated by reference to
Exhibit 4.7 to the Company's 1995 Annual Report.
4.8 Warrants issued to Chemical Bank each dated April 27,
1992, incorporated by reference to Exhibit 4.8 to the
Company's 1995 Annual Report.
4.9 Warrants issued to CIT each dated April 27, 1992,
incorporated by reference to Exhibit 4.9 to the
Company's 1995 Annual Report.
4.10 Warrant issued to Dain Bosworth Incorporated dated
August 20, 1992, incorporated by reference to Exhibit
4.12 to the S-2 Registration Statement.
4.11 Warrant Agreement dated as of March 12, 1993 between the
Company and Alfred Schechter, incorporated by reference
to Exhibit 4.11 to the Company's 1995 Annual Report.
4.12 Warrant Agreement dated as of March 12, 1993 between the
14
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<PAGE>
Company and Don M. Harwell, incorporated by reference to
Exhibit 4.12 to the Company's 1995 Annual Report.
4.13 Warrant Agreement dated as of March 12, 1993 between the
Company and Mezzanine Capital Corporation Limited
("MCC"), incorporated by reference to Exhibit 4.13 to
the Company's 1995 Annual Report.
4.14 Warrant issued to Alfred Schechter dated March 12, 1993,
incorporated by reference to Exhibit 4.14 to the
Company's 1995 Annual Report.
4.15 Warrant issued to Don M. Harwell dated March 12, 1993,
incorporated by reference to Exhibit 4.15 to the
Company's 1995 Annual Report.
4.16 Warrant issued to MCC dated March 12, 1993, incorporated
by reference to Exhibit 4.16 to the Company's 1995
Annual Report.
4.17 Letter Agreement dated as of June 9, 1993 between the
Company and Alfred Schechter with respect to the
Exercise Price for the Warrant referred to herein at
Exhibit 4.14, incorporated by reference to Exhibit 4.17
to the Company's 1995 Annual Report.
4.18 Letter Agreement dated as of June 9, 1993 between the
Company and Don M. Harwell with respect to the Exercise
Price for the Warrant referred to herein at Exhibit
4.15, incorporated by reference to Exhibit 4.18 to the
Company's 1995 Annual Report.
4.19 Letter Agreement dated as of June 9, 1993 between the
Company and MCC with respect to the Warrant referred to
herein at Exhibit 4.16, incorporated by reference to
Exhibit 4.19 to the Company's 1995 Annual Report.
4.20 Warrant issued to Chemical Bank dated November 24, 1993,
incorporated by reference to Exhibit 4.20 to the
Company's 1995 Annual Report.
4.21 Warrant issued to CIT dated November 24, 1993,
incorporated by reference to Exhibit 4.21 to the
Company's 1995 Annual Report.
15
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<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.
16
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4.31 Warrant issued to The Edgehill Corporation dated as of
December 20, 1994, incorporated by reference to Exhibit
4.31 to the Company's 1995 Annual Report.
4.32 Registration Rights Agreement dated as of December 20,
1994 among the Company, certain parties named therein
and International Capital Partners, Inc., incorporated
by reference to Exhibit 4.32 to the Company's 1995
Annual Report.
4.33 Form of Warrant issued to each of International Capital
Partners, Inc. and the parties named in the Registration
Rights Agreement dated as of December 20, 1994 (Exhibit
4.32 hereof), incorporated by reference to Exhibit 4.33
to the Company's 1995 Annual Report.
*27 Financial Date Schedule pursuant to Article 5 of
Regulation S-X filed with EDGAR filing only.
(b) No reports on Form 8-K have been filed during the
quarter ended November 30, 1996.
- ----------------
* Filed herewith
17
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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
January 13, 1997
18
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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>
<PAGE>
4.3 Registration Rights Agreement dated as of August
30, 1991 among Cryenco Holdings, Inc. ("CHI"),
CIT, Chemical Bank and the Investors named
therein, incorporated by reference to Exhibit
4.3 to the Company's 1995 Annual Report.
4.4 Warrant Agreement dated as of August 30, 1991
between Chemical Bank, CHI and the Company,
incorporated by reference to Exhibit 4.4 to the
Company's 1995 Annual Report.
4.5 Letter Agreement dated April 15, 1992 among the
Company, CIT and Chemical Bank relating to the
Warrants referred to herein at Exhibits 4.8 and
4.9, incorporated by reference to Exhibit 4.9 to
the S-2 Registration Statement.
4.6 Letter Agreement dated August 12, 1992 between
the Company and Chemical Bank relating to the
Warrants referred to herein at Exhibit 4.8,
incorporated by reference to Exhibit 4.6 to the
Company's 1995 Annual Report.
4.7 Letter Agreement dated August 12, 1992 between
the Company and CIT relating to the Warrants
referred to herein at Exhibit 4.9, incorporated
by reference to Exhibit 4.7 to the Company's
1995 Annual Report.
4.8 Warrants issued to Chemical Bank each dated
April 27, 1992, incorporated by reference to
Exhibit 4.8 to the Company's 1995 Annual Report.
4.9 Warrants issued to CIT each dated April 27,
1992, incorporated by reference to Exhibit 4.9
to the Company's 1995 Annual Report.
4.10 Warrant issued to Dain Bosworth Incorporated
dated August 20, 1992, incorporated by reference
to Exhibit 4.12 to the S-2 Registration
Statement.
4.11 Warrant Agreement dated as of March 12, 1993
between the Company and Alfred Schechter,
incorporated by reference to Exhibit 4.11 to the
Company's 1995 Annual Report.
<PAGE>
<PAGE>
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,
<PAGE>
<PAGE>
1993, incorporated by reference to Exhibit 4.20
to the Company's 1995 Annual Report.
4.21 Warrant issued to CIT dated November 24, 1993,
incorporated by reference to Exhibit 4.21 to the
Company's 1995 Annual Report.
4.22 Warrant Agreement dated as of January 26, 1995
between the Company and Alfred Schechter,
incorporated by reference to Exhibit 4.22 to the
Company's 1995 Annual Report.
4.23 Warrant Agreement dated as of January 26, 1995
between the Company and Don M. Harwell,
incorporated by reference to Exhibit 4.23 to the
Company's 1995 Annual Report.
4.24 Warrant Agreement dated as of January 26, 1995
between the Company and MCC, incorporated by
reference to Exhibit 4.24 to the Company's 1995
Annual Report.
4.25 Warrant issued to Alfred Schechter dated January
26, 1995, incorporated by reference to Exhibit
4.25 to the Company's 1995 Annual Report.
4.26 Warrant issued to Don M. Harwell dated January
26, 1995, incorporated by reference to Exhibit
4.26 to the Company's 1995 Annual Report.
4.27 Warrant issued to MCC dated January 26, 1995,
incorporated by reference to Exhibit 4.27 to the
Company's 1995 Annual Report.
4.28 See the Certificate of Designation, Preferences
and Rights of the Series A Preferred Stock of
the Company (Exhibit 3.4 hereof), incorporated
by reference to Exhibit 4.28 to the Company's
1995 Annual Report.
4.29 Warrant Agreement dated as of June 8, 1994
between the Company and Cryogenic TADOPTR
Company, L.P. and the Form of Warrant
Certificate issued pursuant thereto,
incorporated by reference to Exhibit 4.29 to the
Company's 1995 Annual Report.
<PAGE>
<PAGE>
4.30 Warrant Agreement dated as of December 20, 1994
between the Company and The Edgehill
Corporation, incorporated by reference to
Exhibit 4.30 to the Company's 1995 Annual
Report.
4.31 Warrant issued to The Edgehill Corporation dated
as of December 20, 1994, incorporated by
reference to Exhibit 4.31 to the Company's 1995
Annual Report.
4.32 Registration Rights Agreement dated as of
December 20, 1994 among the Company, certain
parties named therein and International Capital
Partners, Inc., incorporated by reference to
Exhibit 4.32 to the Company's 1995 Annual
Report.
4.33 Form of Warrant issued to each of International
Capital Partners, Inc. and the parties named in
the Registration Rights Agreement dated as of
December 20, 1994 (Exhibit 4.32 hereof),
incorporated by reference to Exhibit 4.33 to the
Company's 1995 Annual Report.
*27 Financial Date Schedule pursuant to Article 5 of
Regulation S-X filed with EDGAR filing only.
- ----------------
* Filed herewith
STATEMENT OF DIFFERENCES
The registered trademark symbol shall be expressed as ......................'r'
<PAGE>
<TABLE> <S> <C>
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<LEGEND>
The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended November 30, 1996
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