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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 February 28, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 0-14996
CRYENCO SCIENCES, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 52-1471630
- ------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
3811 Joliet Street, Denver, Colorado 80239
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 371-6332
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest practicable date: Class A
common stock, par value $.01 per share; 6,996,997 shares outstanding as of April
11, 1997.
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CRYENCO SCIENCES, INC. AND SUBSIDIARY
TABLE OF CONTENTS
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION............................................... 3
Item 1. Introductory Comments..................................... 3
Consolidated Balance Sheets
August 31, 1996 and February 28, 1997...................... 4
Consolidated Statements of Operations
Three Month and Six Month Periods Ended
February 29, 1996 and February 28, 1997.................... 6
Consolidated Statements of Cash Flows
Six Month Periods Ended February 29, 1996
and February 28, 1997...................................... 7
Notes to Consolidated Financial Statements................. 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations..............................................11
PART II - OTHER INFORMATION..................................................14
Item 4. Submission of Matters to a Vote of Security-Holders........14
Item 6. Exhibits and Reports on Form 8-K...........................15
SIGNATURES...................................................................20
</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, FEBRUARY 28,
1996 1997
--------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 111 $ 50
Accounts receivable, trade (Note 2) 5,352 6,337
Accounts receivable, affiliate (Note 2) 1,423 --
Costs and estimated earnings in excess of
billings on uncompleted contracts 3,944 3,066
Inventories (Note 3) 4,333 5,942
Prepaid expenses 57 125
------- -------
Total current assets 15,220 15,520
Property and equipment:
Leasehold improvements 739 865
Machinery and equipment 5,355 5,229
Office furniture and equipment 1,231 1,389
------- -------
7,325 7,483
Less accumulated depreciation 3,099 3,642
------- -------
4,226 3,841
Property on operating leases 604 54
Deferred financing costs 120 87
Goodwill 5,226 5,151
Other assets 308 255
------- -------
Total assets $25,704 $24,908
======= =======
</TABLE>
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CRYENCO SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 28,
1996 1997
-------- ---------
(UNAUDITED)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,224 $ 2,551
Accrued expenses 1,123 1,353
Accrued management fees 324 313
Current portion of long-term debt (Note 4) 1,382 1,390
Income tax payable 344 109
-------- --------
Total current liabilities 5,397 5,716
Long-term debt, less current portion (Note 4) 8,634 7,322
-------- --------
14,031 13,038
Stockholders' equity:
Preferred stock, $0.01 par value,
authorized shares - 2,000,000, preferences,
limitations and relative rights to be establishe
the Board of Directors:
Series A, nonvoting, 150,000 authorized
shares, 67,838 and 68,517 issued and
outstanding shares (aggregate liquidation
preference of $678,380 and $685,170) 1 1
Common stock, $0.01 par value:
Class A, voting, 21,500,000 authorized shares
6,996,997 shares issued and outstanding 70 70
Class B, nonvoting, 1,500,000 authorized
shares, none issued or outstanding -- --
Additional paid-in capital 14,020 14,027
Warrants 169 169
Retained earnings (deficit) (2,587) (2,397)
-------- --------
Total stockholders' equity 11,673 11,870
-------- --------
Total liabilities and stockholders' equity $ 25,704 $ 24,908
-------- --------
-------- --------
</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 29, 1996 FEBRUARY 28, 1997 FEBRUARY 29, 1996 FEBRUARY 28, 1997
------------------ ------------------ ----------------- -----------------
<S> <C> <C> <C> <C>
Contract revenue $ 8,929 $ 6,191 $ 16,187 $ 12,838
Cost of revenue 7,193 5,045 13,139 10,087
----------- ----------- ----------- -----------
Gross profit 1,736 1,146 3,048 2,751
Selling, general and
administrative expenses 840 598 1,539 1,486
Research and development
expenses 229 169 431 330
Amortization expense 86 60 172 121
----------- ----------- ----------- -----------
Operating income 581 319 906 814
Other (income) expense:
Interest income -- -- (1) --
Interest expense 204 219 440 491
Other expense, net (1) (52) (5) (56)
----------- ----------- ----------- -----------
Income from operations before
income taxes and
extraordinary item 378 152 472 379
Income tax expense 139 56 174 140
----------- ----------- ----------- -----------
Income from operations before
extraordinary item 239 96 298 239
Extraordinary item (net of
income tax benefit of $54)
(Note 5) (93) -- (93) --
----------- ----------- ----------- -----------
Net income $ 146 $ 96 $ 205 $ 239
=========== =========== =========== ===========
Earnings per common and
common equivalent share
(Note 6)
Income from operations
before extraordinary item $ 0.03 $ 0.01 $ 0.03 $ 0.03
Extraordinary item (0.01) -- (0.01) --
----------- ----------- ----------- -----------
Net income $ 0.02 $ 0.01 $ 0.02 $ 0.03
=========== =========== =========== ===========
Weighted average number of
shares and common
equivalent shares outstanding 7,316,766 7,180,094 7,320,111 7,204,109
=========== =========== =========== ===========
</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 29, 1996 FEBRUARY 28, 1997
----------------- -----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 205 $ 239
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation 399 544
Amortization 378 154
Changes in operating assets and liabilities:
Accounts receivable (1,386) 419
Costs and estimated earnings in excess of
billings on uncompleted contracts 1,323 877
Inventories 287 (1,609)
Income taxes 93 (235)
Prepaid expenses and other assets (169) (62)
Accounts payable (735) 528
Accrued expenses 235 44
-------- --------
Net cash provided by operating activities 630 899
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INVESTING ACTIVITIES
Purchases of property and equipment (380) (158)
Proceeds from sale of operating lease property -- 550
-------- --------
Net cash provided (used) by investing activities (380) 392
-------- --------
FINANCING ACTIVITIES
Payments of long-term debt (9,679) (15,781)
Borrowings 9,486 14,477
Dividends paid on preferred stock (44) (48)
-------- --------
Net cash (used) by financing activities (237) (1,352)
-------- --------
Net increase (decrease) in cash and cash equivalents 13 (61)
Cash and cash equivalents at beginning of period 632 111
-------- --------
Cash and cash equivalents at end of period $ 645 $ 50
-------- --------
-------- --------
Supplementary disclosure of cash flow information:
Cash paid for interest $ 377 $ 471
Cash paid for taxes 100 375
Supplementary disclosures of noncash financing activity:
Issuance of common stock in exchange for warrants
exercised $ 2 $ --
Issuance of preferred stock in consideration for dividen
payable -- 7
Equipment acquired and financed under capital leases 304 --
</TABLE>
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CRYENCO SCIENCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1997
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six months ended February 28,
1997 are not necessarily indicative of the results that may be expected for the
year ending August 31, 1997. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended August 31, 1996.
2. ACCOUNTS RECEIVABLE
Certain amounts presented in Accounts receivable, affiliates at August
31, 1996 have been reclassified to Accounts receivable, trade at February 28,
1997, due to an ownership change in Applied LNG Technologies USA, LLC ("ALT").
During the quarter the Company sold its 49% interest in ALT to an affiliate of
Golden Spread Energy, Inc., the 51% owner in ALT, for $49,000.
3. INVENTORIES
Inventories (in thousands) consisted of the following:
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 28,
1996 1997
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<S> <C> <C>
Raw Materials $ 3,344 $ 3,395
Finished goods and work-in-process 1,139 2,877
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4,483 6,272
Less reserve for obsolescence (150) (330)
------- -------
$ 4,333 $ 5,942
------- -------
------- -------
</TABLE>
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4. LONG-TERM DEBT
Long-term debt (in thousands) at February 28, 1997 is comprised of the
following:
<TABLE>
<S> <C>
Note payable bearing interest at 14%, subordinated
unsecured. Interest and principal payments of $275,000
are payable quarterly $1,150
Term loan maturing December 31, 1998 bearing interest
at the reference rate (as defined in the loan agreement)
plus 3/4% (9.0% at February 28, 1997) payable monthly
Principal payments of $12,806 are payable monthly 538
Revolving credit facility maturing December 31, 1998
bearing interest at the reference rate (as defined in the loan
agreement) plus up to an additional 1.0% depending upon
financial performance (8.75% at February 28, 1997) 6,596
Other 428
------
8,712
Less current portion 1,390
------
$7,322
------
------
</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.
9
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5. EXTRAORDINARY ITEM - EARLY EXTINGUISHMENT OF DEBT
As a result of the early retirement of the Chemical Bank debt and the
partial payment on The CIT Group/Equity Investments, Inc. note, the Company
recognized an extraordinary expense of $93,000 (net of the related tax benefit
of $54,000) for the write down of deferred financing expenses related to these
debts during the three months ended February 29, 1996.
6. EARNINGS PER SHARE
Net earnings per share is computed using the weighted average number of
shares of common stock outstanding for the period. When dilutive, stock options
and warrants are included as share equivalents using the treasury stock method.
In calculating net earnings per share, preferred dividends of $23,916 and
$47,568 reduced the net earnings available to common stockholders for the three
months and six months ended February 28, 1997, respectively. Fully diluted net
earnings per common share is not significantly different from primary net
earnings per common share.
10
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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 and Six Months Ended
February 29, 1996 and February 28, 1997
Contract revenue decreased 30.7% to $6.2 million for the three months
ended February 28, 1997 from $8.9 million for the three months ended February
29, 1996. Contract revenue for the first six months of the 1997 fiscal year
decreased 20.7% to $12.8 million from $16.2 million for the same period of the
preceding year. The quarterly decrease is the result of decreases in revenues
from industrial gas and LNG trailers, MRI cryostats and components, and LNG
fueling stations, which decreased $2.6 million, $837,000 and $340,000,
respectively, over the corresponding period in the prior year. The Company does
not believe that these decreases are indicative of a long-term trend. These
decreases were offset somewhat by increased revenues from TVAC'r' intermodal
containers and large horizontal storage tanks, which increased $699,000 and
$525,000, respectively, over the corresponding 1996 period. For the six month
period the decrease was primarily the result of the decrease in revenues from
industrial gas and LNG trailers, MRI cryostats and components, and LNG fueling
stations, which decreased $3.1 million, $1.1 million and $538,000, respectively,
over the corresponding six month period in the prior year. These decreases were
offset somewhat by increased revenues from TVAC'r' intermodal containers, spares
and special cryogenic equipment, which increased $1.0 million, $191,000 and
$136,000, respectively, over the corresponding 1996 period.
Gross profit for the three months ended February 28, 1997 decreased
34.0% to $1.1 million, or 18.5% of contract revenue, from $1.7 million, or 19.4%
of contract revenue, for the three months ended February 29, 1996. Gross profit
for the first six months of the 1997 fiscal year decreased 9.7% to $2.8 million,
or 21.4% of contract revenue, from $3.0 million, or 18.8% of contract revenue,
for the same period of the previous year. The gross profit decrease for the
quarter was the result of the reduced revenues combined with losses on LNG
fueling station sales and unabsorbed manufacturing overhead expenses due to the
reduced level of shop activity. For the six month period the decrease was
primarily due to the reduced revenues and increased warranty costs, which were
offset somewhat by the increased gross profit percentage.
Selling, general and administrative expenses decreased 28.8% to $598,000
for the three months ended February 28, 1997 from $840,000 for the three months
ended February 29, 1996, and increased as a percentage of contract revenue to
9.7% from 9.4% during the same period. Selling, general and administrative
expenses for the first six months of fiscal 1997 decreased 3.4% to $1.49
million, or 11.6% of contract revenue, from $1.54 million, or 9.5% of contract
revenue,
11
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in the corresponding period in the prior year. The quarterly decrease is
primarily due to the unaccrued reimbursement for sales expenses related to
Applied LNG Technologies USA, LLC. Research and development costs decreased to
$169,000 for the three months ended February 28, 1997 from $229,000 for the
three months ended February 29, 1996, and to $330,000 for the first six months
of fiscal 1997 compared to $431,000 for the comparable period of the prior year.
This decrease is primarily the result of the decrease in expenditures for new
LNG products, which is partially offset by increased expenditures for the
Company's TADOPTR development. Amortization expense decreased to $60,000 for the
three months ended February 28, 1997 from $86,000 for the three months ended
February 29, 1996, and to $121,000 for the first six months of fiscal 1997
compared to $172,000 for the comparable period of the prior year due to the
completion of the organization cost amortization in the prior year.
Interest expense for the three months ended February 28, 1997 increased
7.4% to $219,000 from $204,000 for the three months ended February 29, 1996 and
increased 11.6% to $491,000 for the first six months of the 1997 fiscal year
from $440,000 for the same period of the preceding year. This increase is
primarily due to increased levels of borrowing. Other non-operating items
resulted in income of $52,000 for the three months ended February 28, 1997,
compared to income of $1,000 in the comparable period of 1996, and income of
$56,000 in the first six months of this year compared to income of $5,000 for
the first six months of the 1996 fiscal year. The increase in income for both
periods is attributable to the $49,000 profit on the sale of the Company's
interest in Applied LNG Technologies USA, LLC.
Income tax expense decreased to $56,000 for the three months ended
February 28, 1997 from $139,000 for the three months ended February 29, 1996 and
to $140,000 for the first six months of the fiscal year from $174,000 for the
first six months of the prior year. The expense in both years is the result of
taxable income for the periods and estimated annual tax rates.
The resulting net income decreased to $96,000 for the three months ended
February 28, 1997 from $146,000 for the corresponding prior year period, and
increased to $239,000 for the six months ended February 28, 1997 from $205,000
for the corresponding six month period of the prior year. This change is the
result of the cumulative effect of the above factors.
Liquidity and Capital Resources
At February 28, 1997 the Company's working capital was $9.8 million,
which represented a current ratio of 2.7 to 1. Also, the Company's outstanding
indebtedness under the Credit Agreement with FBS Business Finance Corporation
("FBS") was $7.1 million, of which $538,000 represented term indebtedness and
$6.6 million represented revolving indebtedness. At February 28, 1997 the
Company's outstanding indebtedness to The CIT Group/Equity Investments, Inc. was
$1.2 million which represented subordinated indebtedness.
Cash flow from operations for the six months ended February 28, 1997
resulted in cash provided in the amount of $899,000 compared to cash provided of
$630,000 in the same period
12
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of the prior year. In the current year, cash was provided primarily by the net
income and by decreases in accounts receivable and costs and estimated earnings
in excess of billings on uncompleted contracts and an increase in accounts
payable. These increases in cash were somewhat offset by cash used for increased
inventories. In the six months ended February 29, 1996 cash was provided
primarily by net income and non-cash expenses.
The Company believes that its existing capital resources, together with
cash flow from future operations will be sufficient to meet its short term
working capital needs. Additional financing may be required for future expansion
of operations.
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
The Company held its annual meeting of stockholders on January 23, 1997.
The matters submitted to a vote of the Company's stockholders were (i) the
election of five directors and (ii) ratification of the appointment of Ernst &
Young LLP as independent auditors for the 1997 fiscal year.
The Company's stockholders re-elected the entire Board of Directors
consisting of Alfred Schechter, Jerome L. Katz, Russell R. Haines, Burton J.
Ahrens and Ajit G. Hutheesing.
The Company's stockholders ratified the Board of Director's appointment
of Ernst & Young LLP as the Company's independent auditors for the 1997 fiscal
year by a vote of 5,521,430 for, 55,851 against and 10,450 abstaining.
14
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit Description of Exhibits
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<C> <S>
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.
</TABLE>
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<TABLE>
<C> <S>
4.3 Registration Rights Agreement dated as of August 30, 1991 among
Cryenco Holdings, Inc. ("CHI"), The CIT Group/Equity Investments,
Inc. ("CIT"), Chemical Bank and the Investors named therein,
incorporated by reference to Exhibit 4.3 to the Company's 1995
Annual Report.
4.4 Warrant Agreement dated as of August 30, 1991 between Chemical
Bank, CHI and the Company, incorporated by reference to Exhibit
4.4 to the Company's 1995 Annual Report.
4.5 Letter Agreement dated April 15, 1992 among the Company, CIT and
Chemical Bank relating to the Warrants referred to herein at
Exhibits 4.8 and 4.9, incorporated by reference to Exhibit 4.9 to
the S-2 Registration Statement.
4.6 Letter Agreement dated August 12, 1992 between the Company and
Chemical Bank relating to the Warrants referred to herein at
Exhibit 4.8, incorporated by reference to Exhibit 4.6 to the
Company's 1995 Annual Report.
4.7 Letter Agreement dated August 12, 1992 between the Company and
CIT relating to the Warrants referred to herein at Exhibit 4.9,
incorporated by reference to Exhibit 4.7 to the Company's 1995
Annual Report.
4.8 Warrants issued to Chemical Bank each dated April 27, 1992,
incorporated by reference to Exhibit 4.8 to the Company's 1995
Annual Report.
4.9 Warrants issued to CIT each dated April 27, 1992, incorporated by
reference to Exhibit 4.9 to the Company's 1995 Annual Report.
4.10 Warrant issued to Dain Bosworth Incorporated dated August 20,
1992, incorporated by reference to Exhibit 4.12 to the S-2
Registration Statement.
4.11 Warrant Agreement dated as of March 12, 1993 between the Company
and Alfred Schechter, incorporated by reference to Exhibit 4.11
to the Company's 1995 Annual Report.
4.12 Warrant Agreement dated as of March 12, 1993 between the Company
and Don M. Harwell, incorporated by reference to Exhibit 4.12 to
the Company's 1995 Annual Report.
</TABLE>
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<TABLE>
<C> <S>
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.
</TABLE>
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<TABLE>
<C> <S>
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.
</TABLE>
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<TABLE>
<C> <S>
4.31 Warrant issued to The Edgehill Corporation dated as of December
20, 1994, incorporated by reference to Exhibit 4.31 to the
Company's 1995 Annual Report.
4.32 Registration Rights Agreement dated as of December 20, 1994 among
the Company, certain parties named therein and International
Capital Partners, Inc., incorporated by reference to Exhibit 4.32
to the Company's 1995 Annual Report.
4.33 Form of Warrant issued to each of International Capital Partners,
Inc. and the parties named in the Registration Rights Agreement
dated as of December 20, 1994 (Exhibit 4.32 hereof), incorporated
by reference to Exhibit 4.33 to the Company's 1995 Annual Report.
*27 Financial Data Schedule pursuant to Article 5 of Regulation S-X
filed with EDGAR filing only.
</TABLE>
- ----------------
* Filed herewith
(b) No reports on Form 8-K have been filed during the quarter ended February
28, 1997.
19
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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
April 11, 1997
20
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EXHIBIT INDEX
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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.
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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.
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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.
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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.
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4.28 See the Certificate of Designation, Preferences and Rights of the
Series A Preferred Stock of the Company (Exhibit 3.4 hereof),
incorporated by reference to Exhibit 4.28 to the Company's 1995
Annual Report.
4.29 Warrant Agreement dated as of June 8, 1994 between the Company
and Cryogenic TADOPTR Company, L.P. and the Form of Warrant
Certificate issued pursuant thereto, incorporated by reference to
Exhibit 4.29 to the Company's 1995 Annual Report.
4.30 Warrant Agreement dated as of December 20, 1994 between the
Company and The Edgehill Corporation, incorporated by reference
to Exhibit 4.30 to the Company's 1995 Annual Report.
4.31 Warrant issued to The Edgehill Corporation dated as of December
20, 1994, incorporated by reference to Exhibit 4.31 to the
Company's 1995 Annual Report.
4.32 Registration Rights Agreement dated as of December 20, 1994 among
the Company, certain parties named therein and International
Capital Partners, Inc., incorporated by reference to Exhibit 4.32
to the Company's 1995 Annual Report.
4.33 Form of Warrant issued to each of International Capital Partners,
Inc. and the parties named in the Registration Rights Agreement
dated as of December 20, 1994 (Exhibit 4.32 hereof), incorporated
by reference to Exhibit 4.33 to the Company's 1995 Annual Report.
*27 Financial Data Schedule pursuant to Article 5 of Regulation S-X
filed with EDGAR filing only.
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* Filed herewith
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<ARTICLE> 5
<LEGEND>
THE REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL
QUARTER ENDED FEBRUARY 28, 1997
</LEGEND>
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